Avenue Road Baptist Church Operating By-Laws: Last Amended 2006
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INDEX TO CONSOLIDATED GENERAL OPERATING BY-LAW
(NUMBER 1 as amended by NUMBER 2)
PART I DEFINITIONS, FUNDAMENTAL TERMS AND INTERPRETATIONS
Page 11. DEFINITIONS
2. FUNDAMENTAL TERMS AND INTERPRETATION
PART II MEMBERSHIP
Page 34. QUALIFICATION FOR MEMBERSHIP
6. PRIVILEGES, RIGHTS AND DUTIES OF MEMBERSHIP
9. RESOLUTION OF DISPUTES AMONG MEMBERS
10. RESTORATION THROUGH DISCIPLINE
11. CIRCUMSTANCES GIVING CAUSE FOR DISCIPLINE
13. WAIVER, MEDIATION AND ARBITRATION
14. MEMBERS MEETINGS
14.01 Annual Meeting
14.02 Fall Business Meeting
14.03 November Budget Meeting
14.04 Other Special Meetings
14.05 Business
14.06 Notice of Meeting
14.07 Waiver of Notice
14.08 Omission of Notice
14.09 Quorum
14.10 Chairperson
14.11 Majority Vote
14.12 Voting Procedure
14.13 Procedural Code
14.14 Adjournment
PART III BOARD OF DEACONS
Page 1115. PROVISIONAL BOARD OF DEACONS
16. RESPONSIBILITIES AND COMPOSITION OF BOARD OF DEACONS
17. AUTHORITY OF BOARD OF DEACONS
17.01 General Authority
17.02 Specific Authority
18. QUALIFICATIONS OF A DEACON
19. ELECTION OF DEACONS, OFFICERS AND EX-OFFICIO
20. TERM OF OFFICE OF A DEACON
22. VACANCY ON BOARD OF DEACONS
23. MEETINGS OF THE BOARD OF DEACONS
23.01 Regular Meetings
23.02 Special Meetings
23.03 Notice of Meeting
23.04 Waiter of Notice
23.05 Omission of Notice
23.06 Quorum
23.07 Voting Rights
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23.08 Voting Procedures
23.09 Minutes
23.10 Meetings by Telephone or Electronic Means
24. MISCELLANEOUS - BOARD OF DEACONS
24.01 Remuneration of Employees
24.02 Board Report
24.03 Remuneration of Deacons
24.04 Conflict of Interest
24.05 Confidentiality
25. LIFE DEACONS
PART IV PASTOR, ASSOCIATE PASTORS AND STAFF
Page 1626. DEFINITION AND DUTIES OF THE PASTOR
27. DEFINITION AND DUTIES OF ASSOCIATE PASTORS
28. THE CALLING OF PASTORAL STAFF
28.01 Establishment of Pastoral Search Committee
28.02 Composition of Pastoral Search Committee
28.03 Duties of Pastoral Search Committee
28.04 Term and Removal
28.05 Recommendation
28.06 Vote on Recommendation
29. RESIGNATION OF PASTORAL STAFF
31. TERMS OF EMPLOYMENT OF STAFF MEMBERS
PART V OFFICERS
Page 19PART VI DEFINITION AND DUTIES OF
COMMITTEES AND OTHER POSITIONS
33.00 Preamble
33.01 COMMITTEES
33.01.01 PROPERTY AND FINANCE COMMITTEE
33.01.02 CHRISTIAN EDUCATION COMMITTEE
33.01.03 NOMINATING COMMITTEE
33.01.04 MISSIONS COMMITTEE
33.01.05 WORSHIP COMMITTEE
33.01.06 FLOWER COMMITTEE
33.01.07 NURSERY COMMITTEE
33.01.08 USHER'S COMMITTEE
33.01.09 CHAIRMEN'S COMMITTEE
33.01.10 LIBRARY COMMITTEE
33.01.11 COMMUNION STEWARDS
33.01.12 PERSONNEL COMMITTEE
33.01.13 AUDIT COMMITTEE
33.01.14 SPECIAL COMMITTEES
33.02 POSITIONS
33.02.01 AUDITORS
33.02.02 CLERK
33.02.03 TREASURER
33.02.04 ASSISTANT TREASURER
33.02.05 FINANCIAL SECRETARY
33.02.06 SUNDAY SCHOOL SUPERINTENDENT
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33.02.07 ASSISTANT SUNDAY SCHOOL SUPERINTENDENT
34. QUALIFICATION FOR POSITIONS AND MEMBERSHIP ON COMMITTEES
35. ELECTION TO A COMMITTEE OR POSITION
36. RESIGNATION OF POSITION OR COMMITTEE MEMBERSHIP
37. VACANCY OF POSITION OR COMMITTEE MEMBERSHIP
38. CHAIRPERSONS AND VICE CHAIRPERSONS OF THE BOARD AND COMMITTEES
40. PROCEDURE FOR MEETINGS OF COMMITTEE(S)
PART VII PROTECTION AND INDEMNITY
Page 3141. PROTECTION AND INDEMNITY TO DEACONS, PASTORS
AND OFFICERS
41.01 Protection of Deacons, Officers, and Others
41.02 Indemnity to Deacons and Officers
41.03 INDEMNITY TO OTHERS
41.04 OFFICERS' AND DIRECTORS LIABILITY INSURANCE
PART VIII ASSOCIATION
Page 31PART IX POLICY STATEMENTS
Page 3243. POLICY STATEMENTS FOR THE CHURCH
PART X RULES, REGULATIONS OR GUIDELINES
Page 32PART XI FINANCIAL MATTERS
Page 3246. FINANCIAL STATEMENTS AND ANNUAL BUDGET
47. BORROWING
48. CHURCH EXPANSION
PART XII GENERAL PROVISIONS
Page 3349. CORPORATE SEAL
50. EXECUTION OF DOCUMENTS AND CHEQUES
50.01 Documents
50.02 Cheques
51. SECURITIES FOR SAFEKEEPING
52. HEAD OFFICE
PART XIII AMENDMENTS
Page 3454. AMENDMENTS TO THE LETTERS PATENT
CONSOLIDATED GENERAL OPERATING BY-LAW (By-laws 1 & 2)
(as of June 14, 2004)
A By-Law relating generally to the transaction of the affairs of Avenue Road Baptist Church, (a corporation incorporated under the laws of Ontario)
BE IT ENACTED as a By-Law of Avenue Road Baptist Church (Cambridge) (hereinafter referred to as the "Church") as follows.
PART I DEFINITIONS, FUNDAMENTAL TERMS AND INTERPRETATIONS
1. DEFINITIONS
1.01 In this By-Law and all other By-laws and Resolutions of the Church unless the context otherwise requires, the following definitions shall apply:
"Act" means the Church incorporated under the Corporations Act R.S.O. 1990, C. 38 as amended from time to time and any statute enacted in substitution thereof, and in the case of such substitution, any references in the By-law of the Corporation to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute or statutes,
"Auditor" means the persons, corporations, partnerships, joint ventures, unincorporated associations, or other form of business organization appointed by the Membership to audit the financial statements of the Corporation in accordance with tire Act and this General Operating BY-Law,
"Board" or "Board of Deacons" means the Board of Deacons of the Church, which shall be deemed to be the Board of Directors of the Corporation pursuant to the Act,
"By-law" or "By-laws" means any By-law of the Corporation from time to time in force and effect, including this General Operating By-law,
"Charitable Property" means funds and other property contributed to the Trust of the Avenue Road Baptist Church (Cambridge) for the religious and charitable purposes set out in the Declaration of Trust to be used by the Corporation in accordance with the provisions of the Trust for the charitable purposes set out in the Letters Patent of the Corporation.
"Church" means the legal entity incorporated as a Corporation without share capital under the Act by Letters Patent dated the 25th day of November, 2003, and named Avenue Road Baptist Church, through which its Members may have fellowship together as a New Testament Church,
"Church Constitution" or "Constitution" means the Letters Patent (including the Objects and Statement of Faith), the General Operating By-law, all other By-laws, and all Policy Statements adopted by the Church from time to time,
"Committee" means a Committee of the Church as established in accordance with this General Operating By-law,
"Committee Member" means a Member of a Committee of the Church,
"Corporation" means the Church as defined herein,
"Deacon" means a Member of the Board of Deacons who shall be deemed to be a Director pursuant to the Act,
"Discipline" means actions taken seeking to reconcile individuals to one another through mutual forgiveness, for the purpose of restoring offenders to fellowship with God and the Church,
"Documents" includes deeds, mortgages, hypothecates, charges, conveyances, transfers and assignments of property, real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfer and assignments of shares, bonds, debentures or other securities and all paper writing,
"Fiscal Year" means the Fiscal Year End of the Church as defined herein which, until amended shall be December 31st of each year,
"General Operating By-law" means this By-law, any amendments thereto, and any other By-laws of the Church intended to amend or replace the General Operating By-law herein,
"Individual" means a Member as defined herein.
"Letters Patent" means the Letters Patent incorporating the Church, as from time to time amended or supplemented by Supplementary Letters Patent,
"Meeting of Members" or "Membership Meetings" means any Annual, Fall Business, November Budget or Special Meeting of Members,
"Member" means a Member of the Church,
"Members" or "Membership" means the collective Membership of the Church,
"Objects" means the charitable Objects of the Corporation as contained in the Letters Partial,
"Officer" means an Officer of the Church as described in this General Operating By-law,
"Pastor" means the senior Pastor of the Church as described herein,
"Person" means a sole Person, but does not include corporations, partnerships, trusts, or unincorporated organizations,
"Policy Statements" means any Policy Statements adopted pursuant to this General Operating By-law as part of the Church Constitution from time to time concerning practical applications of Biblical principles, teaching, doctrinal considerations and Christian conduct,
"Resolution" means a motion or Resolution passed by either the Board of Deacons, or Members. (where applicable) by a simple majority vote of fifty percent plus one (5V% + 1) of those voting, unless the Act or this General Operating By-law otherwise requires,
"Rules", "Regulations" or "Guidelines" means any Rule, Regulation or Guideline adopted pursuant to this General Operating By-law from time to time concerning the management and operations of the Corporation,
"Section" means a Section of this General Operating By-law,
"Statement of Faith" means the Statement of Faith and Covenant of the Church set out in the Letters Patent, and
"Volunteer" means any person who performs services or ministries on behalf of the Corporation without receiving remuneration, other than repayment of out of pocket expenses.
2. FUNDAMENTAL TERMS AND INTERPRETATION
2.01 Objects and Statement of Faith - This General Operating By-law and any other By-laws of the Corporation shall be strictly interpreted at all times in accordance with and subject to the Objects and Statement of Faith and Covenant contained in the Letters Patent of the Corporation which, for purposes of this General Operating By-law, are incorporated by reference and made a part hereof If any of the provisions contained in this General Operating By-law are inconsistent with those contained in the Letters Patent or the Act, the provisions contained in the Letters Patent or the Act, as the case may be, shall prevail.
2.02 Interpretation - In this General Operating By-law and all other By-laws and Resolutions of the Church, unless the context otherwise requires, the following interpretations shall apply:
words importing the singular number include the plural and vice versa,
words importing the masculine gender include the feminine unless this Bylaw otherwise specifically provides, and
words importing or referring to Person or Persons shall include individual Persons only and shall specifically exclude corporations, partnerships, trusts and unincorporated organizations.
2.03 Headings - Headings used in this General Operating By-law are for convenience of reference only and shall not affect the construction or interpretation thereof.
PART II MEMBERSHIP
3.01 The first Board of Deacons of the Corporation shall be the initial Members of the Corporation. Upon resolution by the Board of Deacons all Members of the unincorporated Church will become Members of the new Church Corporation respectively. Thereafter, Membership in the Church as a Corporation shall consist only of those Persons who:
profess faith in Jesus Christ as their Saviour and Lord,
have been baptized by immersion ( exceptions made for health reasons ),
have evidenced agreement with the Statement of Faith in writing.
have committed themselves in writing to live in obedience to Scripture and are willing to be subject to the authority of the Church as expressed in the Church Constitution, and
have been admitted into Membership in accordance with the Church Constitution.
4. QUALIFICATION FOR MEMBERSHIP
4.01 A Person, no matter what age, shall qualify to be a Member of the Church if in the unanimous opinion of the Board, such Person meets all of the following qualifications:
the Person fulfils the definition of Membership asset out in section 3.01 herein,
the Person, if a Member, would not be under the Discipline of the Church as set out in section 12 01, and
the Person has completed the procedure for admission into Membership set out in section 5.01 to 5,06
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5.01 Application for Membership in the Church may be initiated by either oral or written request to the Pastor or his designate or through any Deacon to the Pastor or his designate.
5.02 The Pastor, or his designate, shall give the candidate a complete copy of the Church Constitution with the request that the applicant read the said document in full.
5.03 If the candidate understands and agrees with the Church Constitution and understands the fundamental tenets of the Christian faith, the applicant shall be required to sign an application for Membership and shall declare his or her profession of faith in Jesus Christ as Saviour and Lord and a commitment to adhere and be subject to die authority of the Church as expressed in the Church Constitution.
5.04 If the candidate does not fully understand the fundamental tenets of the Christian faith, then the Pastor or his designate may recommend that such candidate complete a preparatory course in Church matters before proceeding further with the application for Membership in the Church.
5 05 Once the Pastor or his designate is satisfied that due candidate has fulfilled the qualifications of Membership set out in section 4.01 above, the application and declaration set out in section 5,03 shall be forwarded for consideration to the Board. Upon receipt of such application, the Board shall appoint two of its Members to interview the candidate to independently satisfy the Board that such Person has fulfilled all of the qualifications for Membership in the Church.
5.06 In the event that the Board is not satisfied that the candidate fully understands the fundamental tenets of the Christian faith, the Board may recommend that such candidate attend a preparatory course in such matters before proceeding further with the application for Membership.
5.07 Once the Board is satisfied by Resolution that the candidate fulfils all the qualifications for Membership in the Church as set out in section 4.01 herein, the Board shall recommend such Person to the Membership for approval by Resolution at the next Meeting of Members.
5.08 After the Person has been accepted into Membership in the Church by the Membership, then such Person shall immediately be deemed to have become a Member with recognition to be made thereof at the next convenient worship service of the Church.
6. PRIVILEGES, RIGHTS AND DUTIES OF MEMBERSHIP
6.01 Church Membership shall carry the following duties, privileges and rights:
the duty to minister to one another's spiritual needs as part of the Body of Christ,
the duty to participate in Church activities and ministries as the Lord directs and personal circumstances permit to the extent allowed by the Church Constitution,
the duty to financially support the work of the Church as the Lord directs and personal circumstances permit,
the duty to respect and submit to the spiritual authority and procedures of the Church as expressed in the Church Constitution,
the privilege to attend all public worship services of the Church subject to section 12.20 herein,
the privilege to participate in the ordinances administered by tire Church,
the right to attend, speak and participate at all Meetings of Members, and
the right to a single vote at all Meetings of Members.
6.02 Church Membership is not transferable.
7.01 Provided that a Member is not under Discipline of the Church as defined herein, a Member may withdraw at any time as a Member of the Church, and upon request by a Member, such Member may be given a letter of recommendation addressed to the Church to which the Member is relocating.
7.02 It is recommended that every Person withdrawing as a Member would do so by notification to the Board together with an explanation of the reasons for the request for withdrawal.
7,03 Upon receipt of such request for withdrawal as a Member and upon the Board confirming that such Person is not under Discipline of the Church, such Person shall be removed from the Membership Toll of the Church and shall be deemed to have also resigned from his position, if applicable, as an Officer, Deacon, Committee Member or Volunteer.
7.04 In the event that a Member is habitually absent from the Church for a period of 12 consecutive months without a reasonable explanation, and personal contact or correspondence has not altered the attendance pattern, then the Board, in its sole discretion, may place that Person's Membership in the Church on the inactive roll, with the result that such Member shall not have the right to vote at Meetings of Members, provided that the Board has first sent written notice by registered and regular mail to such Person of its intention to place that Person's Membership on the inactive roll sixty (60) days thereafter.
7.05 A Member who is on the inactive roll may request that his or her Membership in the Church be reinstated onto the active roll of Members, in which event the Board, at its discretion. shall determine whether such request shall be granted.
7.06 In the event that a Member has been on the inactive roll for a period of two (2) years, then that Person's Membership maybe terminated by a Resolution of Members at a Meeting of Members, in which event the Clerk shall thereafter send written notice by registered and regular mail to such inactive Member at his or her last known address to advise such Person of the termination of their Membership. The Member's Membership shall be deemed to have ceased on the date of such Members Resolution.
7.07 For conduct unworthy of Church Membership as set out in this General Operating By-Law and determined by the board and approved by the Members pursuant to the procedure for discipline set out in section 1212, membership may be revoked.
7.08 Upon the death of a Member, membership will cease.
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8.01 A record of Members, both active and inactive, of the Church shall be kept by the Clerk.
8.02 The record of Members of the Church shall be revised annually by the Board with the assistance of the Clerk and a statement made to the Church Membership at the Annual Meeting of Members.
9. RESOLUTION OF DISPUTES AMONG MEMBERS
9.01 Disputes amongst Members should, as much as possible, be resolved in accordance with principles set out in Matthew 18:15-17, Luke 17:3-4, Galatians 6:1, 1 Corinthians 5:1-5 and Ephesians 4:26-27 Without limiting the generality of the said passages of scripture, the following procedure should, as much as possible, be adopted where a dispute occurs among Members (defined hereafter collectively as an "Individual")
any individual(s), who believes that he or she has been wronged by another individual for whatever reason, shall approach such Individual with an explanation of the wrong which is alleged to have occurred with a focus on love and restoration, (Galatians 6:1)
if the Individual so approached does not listen to the Individual who has approached him or her, or if the matter is not resolved, then the Individual who is alleged to have been wronged shall approach the Individual who is alleged to have caused the wrong in the presence of one or two other Individuals made tip of the Pastor or Members of the Deacons Board with a focus on love and restoration, (Galatians 6:1)
should the matter still be unresolved, then the matter shall be referred to the Board of Deacons, pursuant to the procedure for Discipline set out in section 12.01 to 12.21 herein.
10. RESTORATION THROUGH DISCIPLINE
10.01 Christ's exhortation to watch over one another and to bear one another’s burdens in the spirit of meekness and love shall be foremost in the minds of the Board in fulfilling its responsibility for the Discipline of Individuals. The primary aim of Discipline shall be the restoration of the offender to fellowship with God and with the Church. The Church has not only the right but the duty to practice such Discipline in a Christian manner. In administering Discipline, care shall be taken that the Members of the Church carry a worthy witness of their faith before the world both for the sake of the spiritual life of each Member and for the testimony of the Church.
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11. CIRCUMSTANCES GIVING CAUSE FOR DISCIPLINE
11.01 An Individual shall be deemed to be under the Discipline of the Church if the Board of Deacons determines by Resolution that any of the following circumstances have occurred:
an Individual has evidenced unethical or immoral conduct or behaviour that is contrary to Biblical principles,
an Individual's conduct evidences an unwillingness to either comply with. adhere to, or submit to the scriptural authority and procedures set out in the Church Constitution herein,
an Individual has propagated doctrines and practices contrary to those set forth in the Statement of Faith or the general teachings of the Church. or
an Individual has wronged another Individual or caused discord or dissension in the Church. with or without malicious intent, that is not repented of, nor has been resolved through the mechanism for dispute resolution set out in section 9.01 above within the time determined by the Board.
12.01 No allegation giving rise to disciplinary action against a Member (defined hereafter collectively as an "Individual") pursuant to section 11.01 above, shall be considered by the Church unless such allegation is first set out in a signed written statement given to the Board of Deacons, setting out the nature of the allegation and an explanation of the basis upon which it is made
12.02 If the Board determines by Resolution, on a preliminary basis, that the written allegation is invalid, then the allegation shall be dropped and no further disciplinary action against the Individual shall proceed.
12.03 If the Board determines by Resolution, on a preliminary basis, that the written allegation requires further investigation, then the allegation shall be referred to the Board for a hearing and the allegation made shall be deemed to be under the Review of the Board. The Board, in its discretion, may temporarily remove the said Individual from any Officer post or other official position within the Church until the completion of the Review process. Since the primary aim of discipline shall be the restoration of the individual to fellowship with God and the church, it is expected that the Individual remain part of the fellowship of the church.
12.04 The Board shall then convene a hearing to consider the allegation. The Individual shall be given a minimum fourteen (14) days written notice by registered and regular mail at his or her last known address (which period of time shall include the date of mailing but shall exclude the date of the hearing), of the date, time and place at which the hearing will be held. The notice shall briefly explain the nature of the allegation, and advise the Individual that the allegation will be considered by the Board at the hearing. The Individual shall be entitled to attend the hearing to listen to the details of the allegation made and to respond thereto.
12.05 The hearing shall be conducted as a board of inquiry by the Board and a Member of the Board of Deacons shall be appointed by the Board to act as the Chairperson of the hearing. The Board of Deacons shall have responsibility for carriage of the hearing and shall make the determination concerning whether an Individual is to be disciplined at the end of the hearing and if so, what discipline is to be imposed, which shall be deemed to be the decision of the Board. The Board of Deacons shall be responsible to ensure that due process and procedural fairness, as provided for in this General Operating By-law, is complied with in relation to all aspects of the hearing and that any recommendations of discipline by the Board is duly and fairly implemented.
12.06 The hearing shall not be open to the public nor to the Members of the Church. The Individual shall be entitled to be accompanied at the hearing by two Members, who may act as observers during the hearing, but who shall not be entitled to participate thereat.
12.07 Both the Individual and the Board may call any witnesses or evidence that is relevant to the allegation being made. No party to the hearing shall be represented by legal counsel.
12.08 There shall be an equal allocation of time for the presentation of evidence by both the Board and the Individual. The Board may designate a time limitation on the hearing, provided that such limitation is applied equally to the presentation of evidence by both the Board and the Individual and provided further that notice of such limitation of time is first given to the Individual at least three hours before the hearing is required to end.
12.09 All evidence presented before the hearing shall be kept confidential, except such summary facts that the Board determines needs to be given to the Membership of the Church at a subsequent Meeting of Members.
12.10 At the end of the hearing, the Board shall convene in private to deliberate on the evidence presented. A seventy-five percent (75%) majority vote by the Board, then present, shall be required to conclude that the allegation is true; failing which the allegation will be deemed not to be proven, with the result that the Individual shall no longer be subject to disciplinary proceedings by the Church and shall be reinstated as a Member, as the case may be, in good standing.
12.11 In the event that the Board determines that the allegation is true, then subject to section 12.12 below, the Board shall decide the appropriate disciplinary action to be implemented, which decision shall be determined by a two thirds majority vote of the Board voting. Disciplinary action shall be determined and implemented with the intent of both protecting the integrity of the ministry of the Church and restoring the Individual into fellowship pursuant to Luke 17:3 and Galatians 6:1,
12.12 If the disciplinary action determined by the Board involves termination of Membership, the loss of any rights of Membership, removal from an elected position within the Church, or any other similar disciplinary measure that is determined by a two thirds majority vote of the Board voting to be a serious action (referred to as "a serious disciplinary action"), said discipline shall not be implemented until such time that it has first been referred to and approved by the Membership pursuant to the procedure set out in section 12.15 through 12.20 below.
12.13 Termination of Membership, as a serious disciplinary action, shall be deemed appropriate only where no other alternative is available.
12.14 In the event of a non-serious disciplinary action, the Board may implement such disciplinary action that it deems appropriate upon a two thirds (213) majority vote of the Board then present voting without referral to the Membership, including but not limited to the removal of the Individual from a teaching position within the Church, the prohibition of the offending conduct or behaviour, the requirement that an apology be given, or the requirement that the Individual evidence an attitude of submission to the authority of the Church or a spirit of contrition. The decision of the Board on non-serious disciplinary action shall be communicated to the Individual either orally or in writing, together with reasons, as soon as is practical after the decision has been made. The Board, however, may in its sole discretion refer any non-serious disciplinary action to the Membership at any nine for approval pursuant to the procedure set out in section 12.15 to 12.20 below.
12.15 In the event of a serious disciplinary action, or in the event that the Board wishes to refer a non-serious disciplinary action to the Membership for approval, the Board shall give a minimum of fourteen (14) days written notification by registered and regular mail to the Individual at his or her last known address (which period of time shall include the date of mailing but shall exclude the date of the Membership Meeting) of the date, time and place of the Membership Meeting at which such matters will be considered. The notification to the Individual shall set out the recommendation of Discipline together with a succinct statement of the reasons for such recommendation.
12.16 The Individual shall be entitled to attend the Membership Meeting to hear the discussions thereat and to speak on his or her own behalf. Neither the Individual nor the Church may be represented by legal counsel and the Membership Meeting shall not be open to the public. The Membership Meeting shall be for the sole purpose of determining the appropriateness of the recommendation of the form of Discipline from the Board or for substituting another form of Discipline as the Membership shall determine in its sole discretion. Any decision by the Membership with regards to Discipline shall require a two thirds majority (2/3) vote of the Members voting who are present. The Meeting shall not be a trial de novo of the allegations and as such, only matters pertaining to the recommendations of Discipline and the appropriateness of such recommendations shall be considered.
12.17 The Chairperson shall endeavour to orally advise the Individual of the decision of the Membership Meeting forthwith alter a vote by the Members is made. In addition, the Clerk shall promptly send written notification of the decision made by the Members of the Church by registered and regular mail to the Individual at his or her last known address within ten (10) days of a decision having been made together with a succinct summary of the reasons thereof
12.18 The decision of the Members of the Church on the type of Discipline to be administered shall be final and binding. In the event that the decision of the Membership is to terminate the Individual's Membership in the Church. then the Individual shall automatically cease to be a Member of the Church upon the date that the decision by the Members is made.
12.19 No pronouncement on matters of Discipline by the Church shall be made unless given orally from a prepared text at a Members Meeting and only after careful and sober consideration has first been made by the Board to avoid, as much as possible, undue or unnecessary embarrassment to the Individual or other undue or unnecessary prejudicial consequences to either the Individual or to the Church as a whole.
12.20 An Individual who has been disciplined or whose Membership has been terminated shall not be barred from public worship unless his or her presence is disruptive to the peaceful proceedings of the public worship service as determined in the sole opinion of the Board; in which event such Individual agrees that he or she may be removed from such public worship service without the necessity of legal action, whether or not such Individual is at that time a Member of the Church.
12.21 In the event that the Individual in question is under the age of 18 when an allegation is made, then the Discipline procedure described in this section shall be modified to require that any notification provided for herein shall also be given to the parents or legal guardians of the Individual and such Person shall be entitled to attend and speak on behalf of such Individual at any hearing provided for herein.
13. WAIVER. MEDIATION AND ARBITRATION
13.01 Notwithstanding anything else contained herein, Membership in the Church is given upon the strict condition that disciplinary proceedings and the results thereof and any other proceedings or matters arising out of the Church Constitution shall not give a Member cause for any legal action against either the Church, the Pastor, any Associate Pastor, any staff Member of the Church. any Deacon, any Officer, or any Member or of the Church, and the acceptance of Membership in the Church shall constitute conclusive and absolute evidence of a waiver by the Member of all rights of action, causes of action, and all claims and demands against the Church, the Pastor, Associate Pastor, any staff Member of the Church, any Deacon, any Officer or any Member or of the Church in relation to disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the Church Constitution or involving the Church in any manner whatsoever and this provision may be pleaded as a complete estoppels i.e. the prevention of an action) in the event that such action is commenced in violation hereof.
14.01 Annual Meeting - There shall be an Annual Meeting of Members, at such time and place in Ontario as determined by the Board of Deacons, to be no later than February 28th of each year to:
receive necessary reports from the Officers, Committee Chairpersons, the Pastor and the Board of Deacons or their designates,
review and approve the financial statements for the immediately preceding year, including the Auditor's report,
appoint the Auditors for the next fiscal year,
elect Members to all boards as required for the next fiscal year,
elect Members to officer positions as required for the next fiscal year,
elect Members to Committees and Positions as required the next fiscal year,
elect Members to other Church positions as the board of Deacons or the Membership determines are needed from time to time, and
transact any other business
14.03 Fall Business Meeting - A Fall Business Meeting shall be held during the month of September to:
review necessary progress reports from the Officers, Committee Chairpersons, the Pastor and the Board of Deacons or their Designates,
review any plans and programs proposed for the remainder of the year, and
transact any other necessary business.
14.03 November Budget Meeting - A Budget Meeting shall be held during the month of November to:
present, discuss and accept a budget for the next fiscal year, and
transact any other necessary business.
14.04 Other Special Meetings - At the request of the Pastor, the Chairperson of the Deacons Board or a majority of the Board of Deacons, or upon the request of the lesser of at least twenty-five (25) Members or ten percent (10%) of the total Membership of the Church, other Special Meetings of Members shall be called and convened within thirty (30) days of the request.
14.05 Business - Other business to be conducted at regular Meetings of the Church. The following items of business may be considered at any regular Meeting of the Church:
the appointment of official delegates,
any membership item which requires a vote of the Members as outlined in the Constitution.
14.06 Notice of Meeting - Notice of all Membership Meetings (Annual, Fall, Budget and Special) shall be given to Members by notice orally from the pulpit and in the Church bulletin at least two Sundays prior to the date of the Membership Meeting. The notice for all Membership Meetings shall include the date, time, place and purpose of the Meeting and shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken.
14.07 Waiver of Notice - A Member may waive notice of a Meeting of Members, and attendance of any such Person at a Meeting of Members shall constitute a waiver of notice of the meeting, except where such Person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
14.08 Omission of Notice - The accidental omission to give notice of any Meeting of Members or any irregularity in the notice of any such meeting or the non-receipt of any notice by any Member or by the auditor of the Corporation shall not invalidate any Resolution passed or any proceedings taken at any Meeting of Members, provided that no Member objects to such omission or irregularity. Objections must be in writing to the Chairperson and be submitted prior to the approval of the minutes of the meeting in question.
14.09 Quorum - A quorum for an Annual, Fall, Business, or other Special Meetings of Members shall be constituted by the presence of twenty percent (20%) of the total Membership of the Church (save and except inactive Members) for the meeting in question. No business shall be transacted at am Meeting of Members unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a Meeting of Members or within such reasonable tine thereafter as the Members present may determine, the Members present and entitled to vote may adjourn the meeting to a fixed nine and place but may not transact any other business and the provisions of paragraph 14.06 with regard to notice shall apply to such adjournment.
14.10 Chairperson - A designate appointed by the Chairmen's Committee shall act as Chairperson of all Members Meetings and shall only be entitled to vote in the event of an equality of votes (in which event the Chairperson shall have the second or casting vote)
14.11 Majority Vote - At all Annual, Fall, Budget mid Special Meetings of Members, every question shall be determined by resolution, being a simple majority vote of fifty percent (50%) plus one (1) of those Members voting who are present, unless otherwise provided for by the Act or elsewhere in the General Operating By-law.
14.12 Voting Procedure - Every question submitted to any Meeting of Members shall be decided by a show of hands, except where a secret ballot is provided for or requested as stated below, In the case of an equality of votes, the Chairperson of the meeting shall either by a show of hands or by secret ballot, as applicable, have the casting vote. At any meeting unless a secret ballot is provided, a declaration by the Chairperson that a motion has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of are fact. A secret ballot may be held either upon the decision of the Chairperson or upon request of any Member and shall be taken in such manner as the Chairperson directs- The result of a secret ballot shall be deemed to be the decision of the Meeting at which the secret ballot was held. A request for a secret ballot may be withdrawn.
14.13 Procedural Code - The rules of procedure for Members Meetings, Deacons Meetings and all Committee Meetings shall follow the Roberts Rules of Order, by the most current edition, except where varied by the General Operating By-law.
14.14 Adjournment -The Chairperson may with the consent of the Meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Members- Any business maybe brought before or dealt with at any adjourned Meeting which might have been brought before or dealt with at the original Meeting in accordance with the notice calling the same.
PART III BOARD OF DEACONS
15. PROVISIONAL BOARD OF DEACONS
15.01 The Applicants for Incorporation shall become Members of the Provisional Board of Deacons whose term of office shall continue until the first Meeting of Members subsequent to Incorporation at which time the Provisional Board of Deacons named in the Letters Patent shall be disbanded and Members will then elect nine (9) Deacons who will collectively become the Board of Deacons.
16. RESPONSIBILITIES AND COMPOSITION OF BOARD OF DEACONS
16.01 The Board of Deacons (generally referred to as the Board, ss. 1.01 (c)) is responsible for the spiritual, administrative, and operational aspects of the Church. The Board consists of nine (9) Members - at least three female and at least three male - as determined each year by Members at the Annual Meeting. For purposes of the Act, the Board of Deacons shall be deemed to be the Board of Directors and in this regard a Deacon is a Director of the Corporation.
17. AUTHORITY OF BOARD OF DEACONS
17.01 General Authority - The Board of Deacons shall be responsible for the overall spiritual, administrative and operational aspects of the Church. The Board of Deacons, as the controlling board shall make, or cause to be made for the Church in its name, any kind of contract which the Church may lawfully enter into, save as hereinafter provided, and generally may exercise such other powers and do such other acts and things as the Church is by its Letters Patent, the Act, or otherwise authorized to do.
17.02 Specific Authority - Without limiting the generality of the foregoing, the Board shall be authorized to
provide spiritual leadership to the Church, serve as counsellors to the Pastors and Associate Pastors and assist them in implementing such ministries and programmes that support spiritual leadership, including, but not restricted to, the following:
i. determine, in consultation with other Church leaders, when appropriate, the general responsibilities of each Pastor to ensure a co-ordinated ministry,
ii. appoint a Deacon who is skilled in human relations to sit as a member of the Personnel Committee,
iii. provide leadership in prayer, Bible study and evangelism,
iv. interview candidates for membership and/or baptism.
v. appoint Persons to assist candidates at baptism,
vi. review applications for membership. removal, or dismissal,
vii. review, with the Pastor and Church Clerk, the Membership roll of the Church annually for the purpose of maintaining an accurate record of active and inactive members,
viii. administer the Benevolent Fund,
ix. fill the pulpit upon any vacancy caused by illness or holidays of the Pastor(s),
x. assume responsibility for all activities in the sanctuary,
xi. decide upon the character of all meetings held within the Church, or under the name of the Church,
xii. assume responsibility for the approval of leaders of Sunday School and Youth Groups, and general oversight of all organized groups,
xiii. visit in co-operation with the Pastor(s), Members described as sick, needy or negligent,
xiv. recommend to the Church, in consultation with the Pastor and the Music Committee, the employment of an Organist and or a Director of Music whose duties shall be under the direction of the Music Committee.
exercise overall responsibility over the day-to-day administration and operations of the Church and to oversee the expenditure of Church funds in general accordance with the approved Annual Budget referred to in section 47.01 through section 47.03;
formulate and recommend Policy Statements, as defined in section 44.01 to the Membership in conjunction with the Pastor and to implement those Policy Statements approved by the Membership,
oversee the Discipline of Members in consultation with the Pastor(s) pursuant to tire procedures set out in the General Operating By-law,
ensure that all employed Personnel of the Church, including any Associate Pastors, are accountable to the Pastor and are followers of the Christian faith, confessing Jesus Christ as their Personal Saviour and Lord and are in agreement with, and subject to, the authority of the Church pursuant to the Church Constitution,
examine the relationship of the Pastor or Associate Pastors to the Church and if a change is deemed appropriate to ensure that a Membership Meeting of the Church is called to discuss and authorize an appropriate change,
conduct a performance appraisal of each Pastor at least once every two (2) years.
appoint communion stewards who shall be responsible for the preparation of the communion table for the ordinance oft he Lord's Supper,
serve together with the Pastors at the ordinance of the Lord's Supper,
facilitate such steps as are necessary to enable the Church to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests. endowments and donations of any kind whatsoever for the purpose of furthering the Objects of the Church.
appoint such agents and engage such employees (with the exception of the Pastoral and office staff which shall require Church Membership approval) as it deems necessary from time to time and such employees shall have such authority and shall perform such duties as shall be prescribed by the Board of Deacons at the time of such appointment,
establish other offices and/or agencies elsewhere in Canada or internationally on behalf of the Church as may be approved by the Membership on the recommendations of the Board,
prescribe such Rules and Regulations consistent with this General Operating By-law relating to the management and operations of the Church as the Board determines appropriate, and
generally exercise such power and to do such other acts and things as the Church is by its Letters Patent, the Act, By-laws, or otherwise authorized to exercise and do by By-law.
18. QUALIFICATIONS OF A DEACON
18.01 A Member may be considered for election as a Deacon if he/she fulfils all of the following.
is a Member in good standing,
is twenty-one (21) years of age or older with power under law to contract,
is personally committed to Jesus Christ as Saviour and Lord and give evidence thereof,
is actively involved within the Church.
is striving to achieve the high standards of Christian leadership as set out in scripture in Titus 1:7-9,
is in agreement with the Church Constitution,
recognizes that Membership on the Board is a commitment to humble service, not a position of honour or status, nor a reward for past service,
recognizes that Membership on the Board of Deacons is not only an administrative role but involves active participation in, and leadership of, ministries of the Church as they are needed,
neither being nor having a spouse, father, mother, child, brother or sister, or spouses of such family Members, must not be the Pastor or Associate Pastor, and
is not the spouse, son, daughter, father, mother, brother or sister of, a voting Member of the Board of Deacons.
19. ELECTION OF DEACONS, OFFICERS AND EX-OFFICIO
19.01 Deacons shall be elected by a resolution of the Members attending the Annual Meeting of Members to be held each year prior to February 28th, from a slate of nominations presented by the Nominating Committee, in consultation with the existing Board and the Senior Pastor.
19.02 The Chairperson of the Board shall be elected by Members of the board from among themselves at the first meeting of the Board, each fiscal year. The Chairperson shall serve for a term of one (1) year and shall be an Officer of the Church. For purposes of the Act, the Chairperson of the Board is the President of the Church for corporate purposes. The duties of the Chairperson of the Board shall be those set out in section 39.03 of this document.
19 03 The Vice-Chairperson of the Board shall be elected by Members of the Board from among themselves at the first meeting of the Board, each fiscal year. The Vice-Chairperson shall serve for a term of one (1) year and shall be an Officer of the Church. For purposes of the Act, the Vice- Chairperson of the Board is the Vice-President of the Church for corporate purposes. The duties of the Vice-Chairperson of the Board shall be those set out in section 39.04 of this document.
19.04 The Senior Pastor may attend and participate in all meetings of the Board and will be circulated the minutes of each meeting of the Board by virtue of his/her officio. The Senior Pastor shall not be a member of the Board and, therefore, will not have the right to make motions or vote.
20. TERM OF OFFICE OF A DEACON
20.01 A Deacon, once elected, shall hold office for a term of up to three (3) years or until a successor is appointed (subject to item 20 and/or 21 in this bylaw). Deacons shall be elected and shall retire in a rotation that, ideally, involves one-third of the Board each year.
20.02 A Deacon may have the term of three (3) years extended by up to three (3) years if the Membership believes that extraordinary circumstances warrant such extension; with the proviso that no further extension of the consecutive term of office for such Deacon be granted.
20.03 Upon the completion of the maximum term on the Board, (re. three (3) years to six (6) years), a minimum absence of one (1) year is required before eligibility for re-election to the Board is restored.
21.01 If the personal circumstances of any Deacon make it difficult to devote the necessary time or energy to the work of the Board, then that Deacon shall be free to resign from the Board without embarrassment or stigma.
21.02 A Deacon choosing to resign, shall give thirty (30) days written notice, if possible, to the Chairperson of the Board, who in turn shall inform the Board, which shall have the power to accept such resignation and shall announce such resignation at the next Meeting of Members. The written notice of resignation should set out the reasons for resigning from the Board.
22. VACANCY ON BOARD OF DEACONS
22.01 A position on the Board shall be declared vacant if any one of the following situations occurs:
a Deacon resigns his/her position on the Board by delivery of the written notice of resignation to the Chairperson,
a Deacon no longer fulfils all the qualifications set out in section 18.01,
a Deacon is found to be mentally incompetent,
a Deacon becomes bankrupt,
a Deacon ceases to be a Member of the Church.
a Deacon is determined, through a two-thirds (2/3) majority vote of the Board and confirmed by a two-thirds (2/3) majority vote of voting Members present at a Meeting of Members duly called for that purpose, to have evidenced either unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to Biblical principles, or is no longer willing to either comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution,
a Deacon is determined by a three-quarter (3/4) majority vote of voting Members present at a Meeting of Members, duly called for that purpose, to be unfit to hold office as a Deacon for any reason,
a Deacon dies.
22.02 If any vacancies should occur for ally reason as set out in section 22.01 above, the Board, by a majority vote, may fill each vacancy until the next Annual Meeting of Members, at which time the Board in consultation with the Nominating Committee shall nominate a Member for election to the Board to fill each vacancy for the balance oft he vacating Deacon's term. Upon the filling of such vacancy, the Board shall notify the Members.
23. MEETINGS OF THE BOARD OF DEACONS
23.01 Regular Meetings - Regular Meetings of the Board shall be held at such time and place determined by the Chairperson, but not less than nine (9) times a year. Dates for regular meetings shall be published in a schedule by the Chairperson and distributed to all Deacons as soon as possible after each Annual Meeting of Members.
23.02 Special Meetings - A Special Meeting of the Board shall be called by the Chairperson if a written request for such a meeting is received from any three (3) Members of the Board. The Chairperson shall give notice of a Special Meeting of the Board as soon as possible thereafter.
23.03 Notice of Meeting - All Regular and Special Meetings of the Board shall be held on fourteen (14) days notice either addressed and mailed or delivered to each Deacon or published in the Church Bulletin on two consecutive Sunday mornings prior to such Meeting, or at (lie call of the Chairperson of the Board of Deacons with a minimum 24 hour telephone notice, in the event of an emergency.
23.04 Waiver of Notice - A Deacon may waive notice of a meeting of the Board and attendance of a Deacon at such meeting shall constitute a waiver of notice of the meeting, except where such Deacon attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
23.05 Omission of Notice - The accidental omission to give notice of any meeting of the Board, or any irregularity in the notice of any such meetings, or the non-receipt of any notice by any Deacon, shall not invalidate any resolution passed. or any proceeding taken at such meeting, provided that no Deacon objects to such omission or irregularity.
23.06 Quorum- A quorum for a Meeting of the Board shall be a majority of the Deacons.
23.07 Voting Rights - With the exception of the Chairperson, who shall only vote in the event of an equality of voles, each Deacon shall have one vote (except life Deacons who do not have a vote).
23.08 Voting Procedures - At all Meetings of the Board, every question shall normally be decided by a show of hands, In this case, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact, and there is no need to record in the minutes the number votes for or against the resolution, When a recorded vote on a question is required by the Chairperson or requested by a Deacon, the minutes shall include the name of each Deacon present and how each voted (i.e. for, against, or abstain).
23.09 Minutes - The Board shall keep written minutes of each meeting. Deacons shall select from among themselves someone to prepare and maintain such minutes. Due to the potentially confidential nature of matters discussed at the Board, minutes generally are not available for review by Members. A Member may make a formal written request for access to portions of the minutes relating to a specific issue and such request will be granted upon unanimous consent of the Board.
23.10 Meetings by Telephone or Electronic Means - If all Deacons consent, either it a Board Meeting by resolution, or by consents signed individually by a majority of the Board, a Meeting of the Board may be held by teleconference or by other electronic means that permits each Deacon to communicate adequately with each other, provided that
the Board has passed a resolution addressing the mechanics of holding such Board Meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes, and
each Deacon has equal access to the specific means of communication to be used.
24. MISCELLANEOUS - BOARD OF DEACONS
24.01 Remuneration of Employees - Reasonable remuneration for all Officers (who are not Deacons). employees and agents of the Church as determined appropriate at a meeting of the Board shall be fixed by resolution. Such resolution shall have force and effect provided that such remuneration does not exceed the last approved budget of the Church, otherwise such resolution shall require the approval of the Membership before coming into force and effect.
24.02 Board Report - The Board shall, through the Chairperson (or his/her designate), report at the Annual Membership Meeting. At said Meeting. the Chairperson of the Board (or his/her designate) shall be available to answer air questions from Members and to entertain any motion arising from the floor concerning the proceedings of the Board.
24.03 Remuneration of Deacons - Deacons shall serve as such without remuneration and no Deacon shall directly or indirectly receive any profit from his or her position, nor shall any Deacon receive any direct or indirect remuneration from the Church. save and except where specifically permitted by law. Deacons may be reimbursed for reasonable expenses incurred by them in the performance of their duties.
24.04 Conflict of Interest - No Deacon shall place him/herself in a position where there is a conflict of interest between his/her duties as a Deacon and his or her other interests. if a Deacon is directly or indirectly interested in or may become interested in a material way in an existing or proposed contract, transaction or arrangement with the Church or who otherwise has a conflict of interest by virtue of involvement with a member of his or her family (with "family" defined as spouse, father, mother, child, brother or sister, or spouse of such family members) or by the involvement of his/ her partner, business associate or corporation that he/she is involved with as either a director. shareholder, officer, employee or agent, then that Deacon shall declare his/her conflict of interest fully at a meeting of the Board and shall withdraw from the meeting until such item has been dealt with. Approval of any such agreement as stipulated above shall be subject to ratification by the Membership at a properly called Meeting of Members.
24.05 Confidentiality - Every Director, as well as every Officer and Committee Member, staff or volunteer shall respect the confidentiality of matters brought before the Board or before a Committee of the Board, or any matter dealt with in the course of employment or involvement of such Person in the activities of the Corporation.
25. LIFE DEACONS
25.01 Additionally the Church may on recommendation of the Board and by a vote at a Church Meeting, elect to the office of Life Deacon, a Member who has rendered outstanding service. Life Deacons may enjoy all of the privileges of a Deacon except for the right to vote at meetings of the Board of Deacons and to be a Director of the Corporation.
PART IV PASTOR, ASSOCIATE PASTORS AND STAFF
26. DEFINITION AND DUTIES OF THE PASTOR
26.01 The Pastor shall be the primary spiritual overseer of the Church and shall be deemed by virtue of his position to be a Member of the Church. The duties of the Pastor shall be:
(a) to fulfil the ministry description established for his position by the Board,
(b) to provide spiritual leadership for the Church and to work in co-operation with the Board of Deacons in implementing such spiritual leadership,
(c) to work in conjunction with the Board of Deacons in formulating and recommending Policy Statements to the Church as may be necessary from time to time,
(d) to exercise general supervisory authority over all Staff Members of the Church, the hiring or removal of Staff Members, including Associate Pastors, shall require the approval of the Board of Deacons and the Members of the Church in accordance with the General Operating By-law,
(e) to fulfil the qualifications for a spiritual leader as set out in scriptural passages such as Titus 1:7-9 and 1 Peter 5:1-4 and to ensure that his lifestyle does not evidence unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to Biblical principles,
(i) to be in agreement with, uphold and be subject to the Church Constitution,
(g) to carry out such duties as determined from time to time by the Board of Deacons.
The Rights of the Pastor shall be:
(a) to attend all meetings of the Board and to be an ex-officio Member without the power to vote (or appoint a designate without power to vote) on all Committees of the Church,
(b) to receive notification and minutes of all Meetings of the Board of Deacons, to be present and fully participate at all such meetings, provided that, except where permitted by law, the Pastor shall not be a Member of the Board of Deacons nor have a vote thereon and shall not be present when the Board of Deacons is discussing his salary or benefits. The Pastor may be present when the Board of Deacons is discussing other aspects of his position but may be asked to withdraw at the Boards discretion in extenuating circumstances.
27. DEFINITION AND DUTIES OF ASSOCIATE PASTORS
27.01 If the Pastor and existing Associate Pastor or Pastors request, in conjunction with the Board of Deacons and upon Resolution of the Membership, Associate Pastors may be called by the Church for the purpose of undertaking such ministries as the Pastor and the Board determines are necessary for the Church. An Associate Pastor by virtue of his position shall be deemed to be a Member of the Church. The duties of an Associate Pastor shall be:
to fulfil the ministry description established for his position by the Board,
to provide spiritual leadership to the Church and to work in conjunction with the Pastor and the Deacons in implementing such spiritual leadership,
to work in conjunction with the Pastor and the Deacons in formulating and recommending Policy Statements to the Church as may be necessary from time to time,
to fulfil the qualifications for a spiritual leader as set out in scriptural passages such as Titus 1:7-9, and I Peter 5:1-4 and to ensure that his/her lifestyle and conduct does not evidence unethical or immoral activities or behaviour that is unbecoming of a Christian contrary to Biblical principles,
to be in agreement with, uphold, and be subject to the Church Constitution,
to be subject to the authority and direction of the Pastor,
to carry out such duties as directed from time to time by the Pastor or the Board of Deacons.
The Rights of the Associate Pastor shall be:
(a) to receive notification and minutes of all Meetings of the Board of Deacons, to be present and fully participate at all such Meetings, provided that, except where permitted by law, the Associate Pastor shall not be a Member of the Board of Deacons nor have a vote thereon and shall not be present when the Board of Deacons is discussing his salary or benefits. The Associate Pastor may be present when the Board of Deacons is discussing other aspects of his position but may be asked to withdraw, in extenuating circumstances, at the discretion of the Pastor or Board Members.
28. THE CALLING OF PASTORAL STAFF
28.01 Establishment of Pastoral Search Committee - Whenever a vacancy in the Position of Pastor occurs or the Church determines that an associate Pastor is to be called, a Pastoral search Committee shall be established.
28.02 Composition of Pastoral Search Committee - The Pastoral Search Committee shall consist of five (5) Members to be elected in the following manner:
(a) The Members shall be elected by resolution of the Membership at a duly called Membership Meeting. The candidates shall be nominated by the Nominating Committee, who shall obtain the consent of all nominees and shall post a list of its nominees at least two Sundays prior to the Membership Meeting to elect the Pastoral Search Committee. Additional nominations may be made in writing and signed by two Members whose names are on the active Member's roll of the Church and have the consent of the nominee and have provide such nomination to the Church Clerk not later than the Sunday immediately before the Special Election Meeting of Members.
The names will be posted in advance as required by the By-laws and the By-law relating to further nominations will be published.
28.03 Duties of Pastoral Search Committee - The Pastoral search committee shall notify the Pastoral Resources of the Baptist Convention of Ontario and Quebec of the vacancy and ask for assistance in obtaining a Pastor. Taking into consideration what is in the best interest of the Church as a whole, the Committee shall be responsible to recommend to the Membership the calling of a Pastor or Associate Pastor whose credentials are acceptable to the Baptist Convention of Ontario and Quebec. In the case of an Associate Pastor the then current Pastor shall be a sixth Member of said committee. The Pastoral Search Committee shall make their recommendation on an unanimous basis.
28.04 Term and Removal - The Pastoral Search Committee shall remain in effect until such time that the Members determine that its useful purpose has ended by a seventy five percent (75%) vote of the Members voting who are present at a Meeting of Members duly called for that purpose. Any Member of the Pastoral Search Committee may be removed from such committee by a seventy-five percent (75%) vote of the Members voting who are present at a Meeting of Members duly called for that purpose.
28.05 Recommendation - The recommendation shall be placed before the Membership at a Special Meeting called for the purpose of hearing the report from the Pastoral Search Committee and voting upon such recommendation. Notice of such meeting shall be given from the pulpit at the Sunday Worship Service(s) at least two (2) Sundays prior to the meeting.
28.06 Vote on Recommendation - Only one name for the position of Pastor or Associate Pastor shall be presented to the Membership at any one time for consideration. Upon approval of ninety percent (90%) of Members voting who are present at the Meeting of Members duly called for that purpose, a formal call will then be extended to the prospective Pastor or Associate Pastor, In the event that the recommended name does not receive the approval of ninety percent (90%) of the Members voting at the said Meeting of Members, or in the event that the prospective Pastor or Associate Pastor does not accept the call, then the Pastoral Search Committee shall resume its function in finding an alternative recommendation to be made to the Membership until such time that an acceptable Pastor or Associate Pastor, as the case may be, is found.
29. RESIGNATION OF PASTORAL STAFF
29.01 If the Pastor or an Associate Pastor wishes to resign, he shall first notify the Board in writing together with an explanation and shall provide no less than sixty (60) days notice prior to the effective date of his resignation, unless there are extraordinary circumstances. Such resignation will be deemed to include a resignation by the Pastor or Associate Pastor as a Member of the Church and where applicable, as an ex-officio Member on all Committees.
30.01 A Pastor or an Associate Pastor may be removed from his position with the Church for any reason upon a two thirds (2/3) majority vote of the Members voting at a Meeting of Members duly called and with written notice mailed to all Members, at their last known address, for the purpose of authorizing the removal of the Pastor or an Associate Pastor.
30.02 Nothing contained in the said procedure shall preclude the Pastor or an Associate Pastor from receiving whatever notice or equivalent monetary settlement is legally appropriate in the circumstances, if any. In the event of a disagreement between the Church and the Pastor or an Associate Pastor concerning the amount of notice or monetary settlement, if any, that is appropriate, or the manner in which the Pastor or Associate Pastor has been removed, then before any legal action is commenced the matter shall first be referred to a Person or Persons mutually acceptable to the Church and the Pastor or Associate Pastor to resolve such dispute through mediation in a spirit of conciliation worthy of maintaining a Christian witness to the Church and the community at large.
30.03 The removal of the Pastor or Associate Pastor from the Church shall be deemed to constitute his removal as a Member of the Church, and where applicable, as an ex-officio Member on all Committees.
31. TERMS OF EMPLOYMENT OF STAFF MEMBERS
31.01 In recognition of the integral part that all staff members are to the overall ministry of the Church, each staff Member (which shall be deemed to include the Pastor, Associate Pastors, Choir Director, Organist and Church Secretary ) shall review and sign an engagement agreement with the Church that provides, in addition to any other applicable matters involving duties and remuneration, that the staff member recognizes and agrees that employment or ongoing contract work with the Church requires that the lifestyle of such staff member must not evidence unethical or immoral conduct or behaviour that in the opinion of the Deacons is contrary to Biblical principles, and as such, the staff member will be subject to the authority of the Church as expressed in the Church Constitution, including provisions dealing with Discipline, in the same manner as if such staff Member was a Member of the Church.
31.02 All staff members as defined above who are in whole or in part involved in ministries Of the Church (such as the Pastor, Associate Pastors, Choir Director, Organist, Youth Minister or Church Secretary) shall be required to give evidence that they are personally committed to Jesus Christ as Saviour.
31.03 The Pastors' salaries will be reviewed by the Personnel Committee annually with the resulting recommendations being submitted to the Property and Finance Committee for consideration in preparing the Annual Budget. All other salaries will be reviewed by the Personnel Committee in co-operation with the Pastor in preparation of the Annual Budget with the resulting recommendations being submitted to the Property and Finance committee for consideration in preparing the Annual Budget.
31.04 The total of all salaries shall be reported in the Church Budget. Individual salaries will not be discussed at Meetings of Members unless requested in writing by twenty percent (20%) of the total Membership of the Church (save and except inactive Members). Itemized information about salaries will be made available to any Member through the Board of Deacons at regular Meetings of the Board of Deacons.
PART V OFFICERS
32 01 The Officers of the Church shall be
Chairperson of the Board of Deacons
Vice-Chairperson of the Board of Deacons
Clerk
Treasurer
Sunday School Superintendent and Assistant Sunday School Superintendent
Chairperson of the Christian Education Committee
Chairperson of the Property and Finance Committee
PART VI DEFINITION AND DUTIES OF COMMITTEES AND OTHER POSITIONS
33.00 The following committees and positions shall be established and shall be responsible to the Board of Deacons.
33.01 COMMITTEES
33.01.01 PROPERTY AND FINANCE COMMITTEE –
The Property and Finance Committee shall:
have general charge of the Charitable Property and material affairs of the Church and shall be responsible for the security, care and maintenance of Church assets. Custodial staff, custodial contractors, or maintenance contractors shall report to the Property and Finance Committee, who in turn shall be fully accountable to the Board of Directors of the Church,
lay before the Church such well considered plans, in accordance with the spirit of scriptures, as are expedient for raising funds necessary for meeting the Church's financial obligations, and when these have been endorsed by the Church, shall put such plans into practical operation,
be responsible for appointing a Finance Committee and a Property Committee within the membership of the committee. These two committees shall bring their recommendations before the Property and Finance Committee as a whole for recommendation to the Board of Directors,
appoint a member of this committee, who is skilled in human relations, to sit as a Member of the Personnel Committee,
appoint a member of the church to be a Head Teller who will be responsible for staffing, scheduling and training Members of the Church to count and process offerings,
oversee payment of all budgeted expenses:
present to the Board of Directors any matters which are liable to involve any further financial obligations above the budgeted expenses,
in co-operation with the Treasurer prepare a budget for the upcoming year to be presented to the Church for ratification at the November Budget Meeting of the Members,
periodically undertake to review and update the guidelines on Fire, Crime and Bodily Injury Prevention,
perform the procedural checklist as per the guidelines on Fire, Crime and Bodily Injury Prevention and ensure that all procedures and recommendations are being complied with, and,
consist of at least six (6) members, plus a non voting Deacon liaison. One third of the members of this committee shall be elected each year at the Annual Meeting to serve for three years or until a successor is appointed. No member of the Property and Finance Committee shall be elected for more than one full three (3) year term unless the Church Membership votes to permit a member on the committee to be elected for one additional consecutive three (3) year term or part thereof, if applicable, where the Church Membership believes that extraordinary circumstances warrant such extension of the maximum term; provided, however, that no further extension of the consecutive term of office for such member of the committee shall be granted. Upon the completion of the maximum term on the committee, a minimum of a one year absence is required before eligibility for re-election to membership on the committee is restored.
33.01.02 CHRISTIAN EDUCATION COMMITTEE –
The Christian Education Committee shall:
co-ordinate the work of all of the Christian Education organizations of the Church,
enlist and provide for the training of teachers and leaders for all the aforesaid groups,
survey the Christian Education needs of the Church, and its organized groups, with respect to accommodation and equipment and plan for the meeting of these needs.
review and select curricula, resource and program materials for the Church School and other educational programs,
sponsor and promote such programs and projects as Primary Church, Junior Church. Church Vacation School, summer camps, retreats etc.,
prepare annually, a budget relative to the foregoing for consideration by the Property and Finance Committee,
periodically undertake to review and update abuse guidelines set out in "A Plan To Protect",
ensure that all procedures and recommendations set out in the abuse guidelines, "A Plan To Protect" are being complied with,
appoint a member of this committee who is skilled in human relations to sit as a Member of the Personnel Committee, and
consist of at least six (6) members plus the Superintendent of the Sunday School, or in his/her absence, the Assistant Superintendent, and a non-voting representative from the Board of Deacons. One third of the members of this Committee shall be elected each year at the Annual Meeting to serve for three years or until a successor is appointed. No member of the Christian Education Committee shall be elected for more than one full three (3) year term unless the Church Membership votes to permit a member on the Committee to be elected for one additional consecutive three (3) year term or part thereof, if applicable, where the Church Membership believes that extraordinary circumstances warrant such extension of the maximum term; provided, however, that no further extension of the consecutive term of office for such member of the committee shall be granted. Upon the completion of the maximum term on the committee, a minimum of a one year absence is required before eligibility for reelection to membership on the committee is restored.
33.01.03 NOMINATING COMMITTEE –
The Nominating Committee shall:
prepare a list of nominations of persons who are qualified and willing to stand for election to the Board of Deacons, Officers, Committees and other positions as required,
post the list of nominations in the Church at least two Sundays prior to the Annual Meeting or such other meeting where elections may be held. Additional nominations may be made in writing and signed by at least two Members whose names are on the active Member's roll of the Church and have the consent of the nominee and have provided such nomination to the Church Clerk not later than the Sunday immediately before the meeting where the election(s) will be held,
nominate candidates to fill any vacancy occurring in the Committees or such other Positions for the remainder of the year in which the vacancy occurs,
present names to the Members for the appointment of representatives to the Association Council. delegates to the Association and Convention Assemblies, and persons to represent the Church at ordinations and inductions, and
consist of at least six members. One third of the members of this committee shall be elected each year at the Annual Meeting to serve for three years or until a successor is appointed. No member of the Nominating Committee shall be elected for more than one full three (3) year term unless the Church Membership votes to permit a member on the Committee to be elected for one additional consecutive three (3) year term or part thereof, if applicable, where the Church Membership believes that extraordinary circumstances warrant such extension of the maximum term; provided, however, that no further extension of the consecutive term of office for such member of the Committee shall be granted. Upon the completion of the maximum term on the Committee, a minimum of a one year absence is required before eligibility for re-election to membership on the Committee is restored.
33.01.04 MISSIONS COMMITTEE
The Missions Committee shall:
(a) seek to increase the missionary interest and knowledge within the Church, co-operating when required, with other organizations to this end,
(b) plan and submit a proposed Missions budget to the Board of Deacons, and
(c) consist of at least three (3) members plus a non voting representative from the Board of Deacons. One third of the members of this Committee shall be elected each year at the Annual Meeting to serve for three years or until a successor is appointed. No member of the Missions Committee shall be elected for more than one full three (3) year term unless the Church Membership votes to permit a member on the Committee to be elected for one additional consecutive three (3) year term or part thereof, if applicable, where the Church Membership believes that extraordinary circumstances warrant such extension of the maximum term; provided, however, that no further extension of the consecutive terns of office for such member of the Committee shall be granted. Upon the completion of the maximum term on the Committee, a minimum of a one year absence is required before eligibility for re-election to membership on the committee is restored.
33.01.05 WORSHIP COMMITTEE
The Worship Committee shall:
recommend, with the support of the Pastor, the employment of an Organist and/or Director of Music to the Board of Deacons,
recommend the salary for an Organist and/or Director of Music to the Personal Committee.
plan and submit a proposed budget to the Board of Deacons.
supervise and foster the effective use of music, drama. liturgy etc. in the public worship services in consultation with the Director of Music and or the Choir Director and the Pastor,
be responsible for filling any vacancy during illness or holidays and maintaining the ministry of music during the year, and
consist of at least three (3) members, plus a representative from the Choir and a non voting representative of the Board of Deacons. One third of the members of this committee shall be elected each year at the Annual Meeting to serve for three years or until a successor is appointed. No member of the Worship Committee shall be elected for more than one full three (3) year term unless the Church Membership votes to permit a member on the committee to be elected for one additional consecutive three (3) year term or part thereof, if applicable, where the Church Membership believes that extraordinary circumstances warrant such extension of the maximum term; provided, however. that no further extension of the consecutive term of office for such member of the Committee shall be granted. Upon the completion of the maximum term on the Committee, a minimum of a one year absence is required before eligibility for re-election to membership on the Committee is restored.
33.01.06 FLOWER COMMITTEE –
The Flower Committee shall:
see that flowers are placed in the Church at times of regular worship services,
see that the Church is suitably decorated on festive occasions,
plan and submit a proposed budget to the Board of Deacons, and
consist of at least three (3) members, of whom one, at least, shall be a member in good standing of the church, and one or more may be an active adherent(s).
33.01.07 NURSERY COMMITTEE
The Nursery Committee shall:
provide a list of persons who will take charge of the nursery for each service, and on other occasions as necessary;
see that proper equipment is provided and maintained for the safe and comfortable operation of the nursery.
plan and submit a proposed budget to the Christian Education Committee.
be responsible to the Christian Education Committee and see that the nursery is staffed and maintained in compliance with the abuse guidelines as set out in "A Plan To Protect", and
consist of at least three (3) members, of whom one, at least, shall be a member in good standing of the church, and one or more may be an active adherent(s)
33.01.08 USHER'S COMMITTEE
The Usher's Committee shall:
provide a list of persons who will act as ushers at each regular service of the Church, and on special occasions as required,
provide training for all ushers in the proper performance of their duty,
be in charge of the reception and accommodation of those attending the services of the Church,
be responsible to ensure that the serving ushers secure lower hallways and that the rear doors are locked after the commencement of the service,
arrange for the taking of the offering at the regular Sunday Worship Services and on all such other occasions as requested,
assist the Pastor(s) by securing names and addresses and other details regarding new-comers at the services, and
consist of at least 2 members, of whom one, at least, shall be a member in good standing of the church, and one may be an active adherent(s).
33.01.09 CHAIRMEN'S COMMITTEE
The Chairmen's Committee shall:
correlate the work and efforts of The Deacons Board and all Committees,
appoint a Chairperson for the Church business meetings and establish an agenda for each of such meetings, and
consist of the Chairpersons of the Board of Deacons and the Christian Education and Property and Finance Committees plus the Church Treasurer and Church Clerk.
33.01.10 LIBRARY COMMITTEE
The Library Committee shall:
establish and maintain a library,
plan and submit a proposed budget to the Christian Education Committee, and
consist of at least three (3) members, of whom one, at least, shall be a member in good standing of the church, and one or more may be an active adherent(s)
33.01.11 COMMUNION STEWARDS
The Communion Stewards shall:
(a) be responsible for the preparation of the communion table for the ordinance of the Lord's Supper, and
(b) consist of at least four (4) members, of whom one, at least, shall be a member in good standing of the church, and one or more may be an active adherent(s)
33.01.12 PERSONNEL COMMITTEE
The Personnel Committee shall:
facilitate the smooth functioning of the Church's ministry by creating a forum for communication between the congregation and Church staff with respect to the, terms and conditions of employment and other items of ministry that may arise,
define the specific duties and responsibilities of each salaried staff person in co-operation with the Board(s) or Committee(s) which supervise them,
assist in the recruitment of staff when requested to do so by the Board responsible for the supervision of a particular position,
in conjunction with the supervisor or supervising Board, and the staff concerned recommend appropriate salary action to the Property and Finance Committee,
arrange for an annual review of all salaried staff whose performance is not reviewed annually by another Board/Committee,
consist of a member, appointed annually, from each of the Board of Deacons, the Property and Finance Committee, and the Christian Education Committee with power given to the committee to add such members from the Church Membership as considered necessary, and
meet within one month of the first meeting, following the Annual Meeting, of each of the Board of Deacons, the Property and Finance Committee and the Christian Education Committee at which time a chairperson and a recording secretary will be elected.
33.01.13 AUDIT COMMITTEE
The Audit Committee shall:
act as a liaison between the Church and any professional accountant retained by the Church and to ensure that the recommendations of such accountant are implemented,
to carry out such other duties as are directed from time to time by the Board of Deacons or by the Members,
be at least three (3) in number and shall hold office until the nest Annual Meeting of Members,
not be a Deacon or other Officer of the Church, and
perform all, or any, of the duties with a minimum of two (2) members.
33.01.14 SPECIAL COMMITTEES
Either the Board of Deacons or the Membership are authorized to appoint such Special Committees as are considered necessary from time to time and to empower such committee or committees with such authority or directives as is considered appropriate.
The Members of such Special Committees shall be subject to ratification by the Membership at a Membership Meeting to be held as soon as possible thereafter. with the appointment to become effective upon ratification by the Members.
The term of office and duties of such Special Committees shall be determined by the Board of Deacons unless specifically directed otherwise by the Members. Members of such Special Committees shall serve without remuneration, provided that such committee member may be reimbursed for reasonable expenses incurred by him or her in the performance of his or her duties.
The number and time of meetings of such special committee shall be determined by the chairperson of such Special Committee.
One member of a special committee may be an active adherent of the church.
33.02 POSITIONS
33.02.01 AUDITORS
The Auditors shall:
provide to the Members an opinion on the fairness of the financial statements presented at the Annual Meeting of Members,
audit the financial statements, accounts, general fund of the Church and other general funds which may be in existence from time to time in accordance with generally accepted accounting principles,
33.02.02.1 The Members shall appoint a professional accountant to be the Auditor for the Church to hold office until the next Annual Meeting of Members and to fulfil the duties set out in Section 33.02.01 above.
33.02.01.2 The Auditors are entitled to attend any Meeting of Members and to be heard at such Meeting on any part of the business that concerns them as Auditors. The Auditors shall be given written notice of the Annual Members Meeting in addition to the notice provided for in this General Operating By-law.
33.02.02 CLERK
The clerk shall be at least 21 years of age and not be the Pastor, Associate Pastor, or father, mother, son, daughter, sister, brother or spouse of such family members of same. In the absence of the Clerk, his/her duties shall be performed by such Member who is temporarily named by a resolution of the Board of Deacons. The duties of the Clerk shall be as follows:
to publish the time, place and agenda for all Membership Meetings with due notice,
to record all of the business transacted at Membership Meetings and present the minutes of previous Membership Meetings when called upon to do so,
to conduct all correspondence on behalf of the Church arising out of such meetings, including matters related to the appointment of Church delegates to the Annual Assembly of the Baptist Convention of Ontario and Quebec and the Annual Assembly of the Guelph Association of Baptist Churches,
to conduct all correspondence, upon recommendations of the Board of Deacons, relating to Church Membership including letters relating to admissions, dismissals and removals,
to be the custodian of the seal of the Church which he or she shall deliver only when authorized by Resolution of the Board of Deacons to do so and to such Person or Persons as may be named in the said resolution,
to be the custodian of all papers and documents of the church,
to review the Membership Roll of the Church annually together with the Pastor and the Board of Deacons for the purpose of maintaining an accurate record of active and inactive members, to keep the records of the Church Membership, including admissions, resignations, removals, deaths and deletions therefrom, and to present a written summary of the records and changes thereto to the Church for inclusion in the Annual Report,
to maintain a record of Church baptisms,
to file an annual statistical report with the Baptist Convention of Ontario and Quebec and with the Guelph Association of Baptist Churches, and
to carry out such other duties as directed from time to time by the Board of Deacons or by the Membership.
33.02.03 TREASURER
Must be at least 21 years old and not be a Member of the Board of Deacons, Property and Finance Committee, another Officer, an Auditor or the spouse of any of the same. They cannot be the Pastor, Associate Pastor, father, mother, son, daughter, brother, sister or the spouse of a family member of same. The Treasurer should not, as much as possible, receive any funds, as this is the responsibility of the Head Teller, nor keep any envelope records which is to be the responsibility of the Financial Secretary. In his or her absence, the duties of the Treasurer shall be performed by the Assistant Treasurer or such Member who is temporarily named by a Resolution of the Board of Deacons.
The duties of the Treasurer are to carry out all instructions of the Board as to the handling of monies and to oversee and be responsible for:
issuing and signing cheques and keeping an accurate cheque register, on behalf of the Church, paying for payments approved by the appropriate Board or Committee,
paying all staff members in a timely manner and maintaining payroll records,
investing funds belonging to the Church as directed by the Board or Property and Finance Committee,
directing the tellers to deposit the monies received by the Church into the proper bank accounts,
keeping an account of all monies received by the Church and keeping a full and accurate account of all assets, liabilities, receipts, disbursements and the total contributions to the general, building and other funds of the Church as exist from time to time, including the preparation of monthly bank reconciliation and monthly financial statements for presentation at the Board or Property and Finance Committee's regular Meetings as requested,
annually laying before the Members the audited financial statements approved by the Board,
ensuring that no Member of the Board of Deacons receives any remuneration from the Church. except where specifically permitted by law, unless such monies are for purposes of reimbursing such person for legitimate expenses incurred on behalf of the Church,
assisting the Property and Finance Committees in the preparation of the budget and assisting in the monitoring of same, and
reporting to various groups on the status of their actual expenditures versus budget.
33.02.03.1 Upon a resolution at an Annual Meeting of Members, the Members may, as an alternative to the appointment of a Treasurer and Assistant Treasurer, appoint a professional accountant to be the Treasurer for the Church to hold office until the next Annual Meeting of Members and to fulfil the duties set out in Section 33.02.03 above.
33.02.03.2 Should the Treasurer or Assistant Treasurer file for bankruptcy, their position as Treasurer or Assistant Treasurer shall be deemed to be relinquished immediately upon filing.
33.02.04 ASSISTANT TREASURER
The Assistant Treasurer shall assist and be responsible to the Treasurer in the duties of the office as directed by the Board or Property and Finance Committee.
33.02.05 FINANCIAL SECRETARY
The Financial Secretary shall:
supply weekly offering envelopes to all Members, and to others who request them,
keep accurate records of all monies contributed through envelopes or otherwise,
make an annual report of amounts contributed through envelopes and of the number of envelopes being used to the Annual Meeting of the Church,
send at the end of each calendar year to each known contributor a receipt for offerings made during the year, and
hold in strictest confidence all records of individual contributions.
33.02.06 SUNDAY SCHOOL SUPERINTENDENT
The Sunday School Superintendent shall:
be responsible for the general direction and oversight of the Sunday School and its teachers and volunteers/staff, and
be responsible to the Christian Education Committee and see that the Sunday School is staffed and maintained in compliance with the abuse guidelines as set out in "A Plan To Protect".
33.02.07 ASSISTANT SUNDAY SCHOOL SUPERINTENDENT
The Assistant Sunday School Superintendent shall be responsible to the Sunday School Superintendent and:
shall assist the Sunday School Superintendent in the performance of the duties of that office, and
hold himself or herself ready to assume the responsibilities of the Superintendent whenever the need shall arise.
34. QUALIFICATION FOR POSITIONS AND MEMBERSHIP ON COMMITTEES
34.01 A person may be considered for appointment to a position or committee if he or she fulfils all of the following qualifications:
unless otherwise stated in this general operating bylaw, the person must be a Member in good standing
unless otherwise specifically stated in this general operating by-law, the person may be either male or female but must be at least eighteen (18) years of age,
the person must be personally committed to Jesus Christ as Saviour and Lord and give evidence thereof,
the person must have an active involvement within the body of the Church,
the person must be in agreement with the Constitution,
the person must recognize that appointment to a Committee or Position is a commitment to humble service, not a position of honour or status, nor a reward for past services,
the person must not be related to another member of the committee for which they are nominated with the term "related" being defined as any of the following: spouse, parent, child, grand-child, parent-in-law, child-in-law, and
any Member may be removed from a Committee or Position for any reason. if a two thirds (2/3) majority vote of the Board of Deacons, confirmed by a two thirds (2/3) majority vote of the Members at a meeting of Members called for that purpose vote for said removal. The Nominating Committee may fill such vacancy subject to ratification by the Membership at a Members Meeting to be held as soon as possible thereafter.
35. ELECTION TO A COMMITTEE OR POSITION
35.01 The process of election to a committee or position shall be as follows:
at least 2 Sundays prior to the Annual Meeting or such other Meetings as may be necessary, the Nominating Committee shall prepare a slate of nominees to stand for election for the new Committee(s) and Positions for the next fiscal year or the remainder of a term as the case may be,
nominations may also be made in writing and signed by two Members whose names are on the active Member's roll of the Church and have the consent of the nominee and have provided such nomination to the Church Clerk not later than the Sunday immediately before the appropriate Meeting of Members,
all nominees so nominated shall then be presented to the Membership for a vote at said Meeting.
35.02 Unless otherwise stated in this general operating by-law, all positions and committees shall be elected at the Annual Meeting and shall serve for one year. Such persons shall be eligible for re-election.
36. RESIGNATION OF POSITION OR COMMITTEE MEMBERSHIP
36.01 If for any reason any person chooses to resign his or her position, a letter of resignation together with an explanation shall be directed to the Board of Deacons at least thirty (30) days, if possible, prior to the effective date of such resignation and the Board of Deacons shall then have the power to accept such resignation on behalf of the Church and if necessary, an election will be held to fill the vacancy as soon as possible at a properly called Business Meeting of the Church.
37. VACANCY OF POSITION OR COMMITTEE MEMBERSHIP
37.01 Any position or Committee Membership shall be automatically vacated if any of the following situations occur:
such person resigns his or her office by delivery of a written resignation to the Board of Deacons,
such person no longer fulfils all the qualifications of a Position or Committee Member as set out in section 34.01,
such person is found to be mentally incompetent or of unsound mind,
such person ceases to be a Member of the Church,
such person, in the opinion of a two thirds (2/3) majority vote of the Board and confirmed by a two thirds (2/3) majority vote of the Members at a Meeting of Members called for that purpose, has evidenced unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to Biblical principles, or is no longer willing to comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution,
such person is determined by a seventy-five percent (75%) majority vote of the Members voting at a Meeting called for that purpose to be unfit to hold a Position or be a Committee member of the Church for any reason, or
such person dies.
37.02 If any vacancies should occur for any reason as set out in section 37.01 above, the Nominating Committee, may by appointment, fill the vacancy until an election can be held to fill the vacancy at a properly called Business Meeting of the Church.
38. CHAIRPERSONS AND VICE CHAIRPERSONS OF THE BOARD AND COMMITTEES
38.01 The first named on the Nominating Committees report for each Board or Committee is responsible for calling a Meeting of that Board or Committee for the purpose of electing the Chairman and for any other necessary Officers (e.g. Vice chairman and Recording Secretary). A Vice Chairman shall be named to act in the Chairman's absence. It is recommended that the Vice-Chairman succeed the chairman the following year, allowing for training and growth.
38.02 The Chairperson(s) of Committee(s) shall be appointed from among the Membership of the Committee(s) at the first Meeting of the Committee for a one (1) year term. Upon completion of this term the Chairperson shall step down for at least one year prior to re-assuming the Chairmanship unless the Committee deems otherwise in extenuating circumstances.
38.03 The duties of the Chairperson of a Board or Committee shall be as follows:
to call all meetings,
to preside at all such meetings as the Chairperson,
to prepare an agenda for all meetings,
to ensure the fairness, objectivity and completeness of matters occurring at such meetings,
to conduct such meeting in a prayerful manner seeking the guidance of Jesus Christ in all matters of the Church,
to be permitted to express an opinion on any matter discussed,
to vote only when a deciding vote is necessary at any meeting,
to ensure that all directives and resolutions are carried into effect, and
to carry out such other duties as are directed from time to time by the Membership of the Church or by the Board of Deacons.
38.04 The duties of the Vice-Chairperson shall be as follows:
to assume the responsibility of Chairperson in the event that the Chairperson is not able to function in his or her position, and to exercise all of the authority and comply with all of the obligations of the Chairperson,
to carry out such duties as may from time to time be determined by the Board or the Membership, and
in his or her absence, said duties shall be performed by such other Committee or Board Member who is assigned the duties of the Vice Chairperson by Resolution.
39.01 The Committee(s) shall meet at such times as are determined by the Chairperson of the Committee.
40. PROCEDURE FOR MEETINGS OF COMMITTEE(S)
40.01 The procedure to be adopted during the Meetings of the Committees shall be the same as those set out herein for the Board of Deacons with modifications as necessary.
40.02 A majority of the Members of each Committee shall constitute a quorum.
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PART VII PROTECTION AND INDEMNITY
41. PROTECTION AND INDEMNITY TO DEACONS, PASTORS AND OFFICERS
41.01 Protection of Deacons, Officers, and Others –
Except as otherwise provided in the Act, no Deacon, Pastor, Associate Pastor or Officer of the Church shall be liable for the acts, receipts, neglects or defaults of any other Deacon, Pastor, Associate Pastor or Officer or employee or for any loss, damage or expense happening to the Church through the insufficiency or deficiency of title to any property acquired by the Church or for or on behalf of the Church or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Church shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any Person including any Person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Church or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Deacons, Pastor, Associate Pastors or Officer's respective office or trust or in relation thereto unless the same shall happen by or through such Person's wilful neglect or default. The Deacons, Pastor, Associate Pastors and Officers of the Church shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Church, except such as shall have been submitted to and authorized or approved by the Board of Deacons.
41.02 Indemnity to Deacons and Officers –
Every Deacon, Pastor, Associate Pastor, Officer or any Member, or Person (with "Person" in this section to include corporations, partnership, joint ventures, sole proprietorships, unincorporated associations, and other forms of business organizations) who has undertaken or is about to undertake any liability on behalf of the Church, its heirs and assigns, will respectively be indemnified and saved harmless out of the funds of the Church from and against:
all costs, charges and expenses whatsoever which such Deacon, Pastor, Associate Pastor, Officer or any other Member of the Church or Person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against the Members, Officers and other Persons in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of his or her office or in respect of any such liability, except such costs, charges or expenses as are occasioned by their own wilful neglect or default, and
all other costs, charges and expenses which the Members, Officers and other Persons sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.
41.03 INDEMNITY TO OTHERS
The Church shall also indemnify any such Persons as described above in such other circumstances as the Act or law permits or requires. Nothing in this Bylaw shall limit the right of any Person entitled to indemnity to choose indemnity apart from the provision of this By-law to the extent permitted by the Act or law.
41.04 OFFICERS' AND DIRECTORS LIABILITY INSURANCE
In accordance with the requirements of the Charities Accounting Act, the Church is specifically authorized to purchase Directors' and Officers' liability insurance to mitigate the risks it has undertaken in sections 41.02 and 41.03.
PART VIII ASSOCIATION
42.01
42.02 Subject to the above, the Church shall be a Baptist Church of the Guelph Association and a Member of the Baptist Convention of Ontario and Quebec, a Federally Incorporated Body.
PART IX POLICY STATEMENTS
43. POLICY STATEMENTS FOR THE CHURCH
43.01 In consideration of the ongoing need for the Church to provide policies, guidelines, and directions to it's Members on practical applications of Biblical principles, teachings, doctrinal considerations, Christian conduct and procedural directives, the Church may adopt Policy Statements on such matters as are deemed necessary from time to time by the Board and such Policy Statements upon adoption as set out below shall be deemed to be a part of this General Operating By-law and the Constitution.
43.02 A Policy Statement or amendment to a Policy Statement may be proposed by any member to the Board of Deacons, but shall not become operative until first approved by a ninety percent (90%) vote of the Board voting and ratified by a seventy-five (75%) majority vote of the Members at a Membership Meeting duly called for that purpose.
PART X RULES, REGULATIONS OR GUIDELINES
44.01
The Board of Deacons, or alternatively the Membership, may by Resolution adopt, amend, or repeal, Rules, Regulations or Guidelines not inconsistent with this General Operating By-law or the Constitution relating to the management and operation of the Church as the Board of Deacons may deem appropriate from time to time.44.02 Any Rule or Regulation adopted by the Board of Deacons shall continue to have force and effect until amended, repealed, or replaced by a subsequent Resolution of the Board of Deacons or by the Membership.
44.03 In the event of a discrepancy between any Rule, Regulations or Guideline adopted by the Board of Deacons and those adopted by the Membership, those adopted by the Membership shall prevail provided that such Rule, Regulation or Guideline adopted by the Members is not inconsistent with the Act, the Letters Patent or this By-law.
PART XI FINANCIAL MATTERS
45.01 Unless otherwise ordered by the Board of Deacons, the fiscal year end of the Corporation shall be December 31st of each year.
46. FINANCIAL STATEMENTS AND ANNUAL BUDGET
46.01 The Property and Finance Committee shall prepare the following:
for the Annual Meeting, prior to February 28th of each year, financial statements for the preceding year prepared in accordance with generally accepted accounting principles for charitable organizations as may be in place from time to time, and
for the November Budget Meeting, an annual budget for the upcoming year prepared in consultation with the Chairperson of the Deacons Board and each Committee, and to include the budget and expenditures of at least the previous year.
46.02 The financial statements and the proposed annual budget shall be forwarded to the Board of Deacons for approval at least two weeks prior to the appropriate Meeting of Members and shall thereafter be made available to the Members for review at least one week (including one Sunday) prior to the appropriate Membership Meeting.
46.03 The financial statements and the proposed annual budget shall be presented at the appropriate Meeting of Members for approval by the Members by Resolution.
47. BORROWING
47.01 Subject to the limitations set out in the Act, the Letters Patent of the Corporation and this By-Law, the Board may:
borrow money on the credit of the Church,
issue, sell or pledge securities of the Church, or
charge, mortgage, hypothecate or pledge all or any of the real or Personal property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed or other debt or any other obligation or liability of the Church.
47.02 From time to time, subject to the limitation of $5,000.00 expressed in 50.01, the Board may authorize any Director or Officer of the Church to make arrangements with reference to money borrowed or to be borrowed as to the terms and conditions of the loan thereof, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize and generally to manage, transact and settle the borrowing of money by the Church.
48. CHURCH EXPANSION
48.01 In the event of a proposed Church Building expansion, the following process is to be followed:
notification will be mailed to every active member at their last known address, detailing the proposal and stipulating the dates the vote will be held,
an announcement will be made from the pulpit for four (4) consecutive Sundays prior to the vote and during the two (2) Sunday services of the vote,
a polling station(s) will be set up and staffed by the church clerk for two (2) consecutive Sundays after the Sunday worship service. The church clerk and staff will supervise the secret ballot and ensure that the members voting have been duly recorded. The ballot box will be kept in the church safe between Sunday services,
after all members have been given an opportunity to vote at the two (2) Sunday services, two scrutineers who shall be elected from amongst the membership in attendance at the second Sunday service, shall supervise the counting of the votes, and
said expansion must be approved by at least a seventy-five percent (75%) majority vote of the members who cast a ballot.
PART XII GENERAL PROVISIONS
49. CORPORATE SEAL
49.01
50. EXECUTION OF DOCUMENTS AND CHEQUES
50.01 Documents - Contracts, documents or any instruments in writing requiring the signature of the Church shall be signed by the Chairpersons of the Deacons and the Property and Finance Committee or in their absence, their respective vice Chairpersons, and all contracts, documents and instruments in writing so signed shall be binding upon the Church without further authorization or formality.
Membership approval must be obtained at a Membership Meeting, duly called for the purpose of considering this action prior to the signing of any obligation in excess of Five Thousand Dollars ($5,000.00). The Board of Deacons shall have the power from time to time by Resolution to appoint two other Deacons or Officers on behalf of the Church to specifically sign documents and instruments in writing and such authority may be general or confined to specific instances. The Board may give the Church's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Church. The seal of the Church when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid.
50.02 Cheques –
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the Treasurer or the Assistant Treasurer.
51. SECURITIES FOR SAFEKEEPING
51.01 The securities of the Church shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Property and Finance Committee. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Church signed by the Chairperson of the Board of Deacons and the Chairperson of the Property and Finance Committee or in their absence, their respective Vice Chairpersons. The Board of Deacons shall have the power from time to time, by resolution to appoint 2 other Persons on behalf of the Church to specifically sign on behalf of the Church and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians shall be fully protected in acting in accordance with the directions of the Board of Deacons and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
52. HEAD OFFICE
52.01 The head office of the Church shall be in the City of Cambridge, in the Region of Waterloo and Province of Ontario.
53.01 The Board of Deacons shall see that all necessary books and records of the Church required by the By-laws of the Church or by any applicable statute or law are regularly and properly kept.
PART XIII AMENDMENTS
54. AMENDMENTS TO THE LETTERS PATENT
54.01 Notwithstanding the Act, the Letters Patent of the Church may only be amended by a ninety percent (90%) vote of the Board voting at a Meeting duly called for that purpose and sanctioned by an affirmative vote of at least eighty percent (80%) of the Members at a Membership Meeting duly called for the purpose of considering the said amendment, provided that notice of such Members Meeting shall be given in the Church Bulletin on four consecutive Sundays prior to such Membership Meeting. A notice stating the proposed amendment and the purpose thereof shall be made available.
55.01 The By-laws of the Church not embodied in the Letters Patent may be repealed or amended by By-law and enacted by a seventy-five percent (75%) vote of the Members present at a Membership Meeting duly called for the purpose of considering the said By-law. Notice of such Members Meeting shall be given in the Church Bulletin on four consecutive Sundays prior to such Membership Meeting and a notice stating the proposed amendment and the purpose thereof shall be made available.
