Believing that all things should be done decently and in order, we hereby adopt the following Bylaw for the regulation, management and governance of this corporation.
PART I DEFINITIONS, FUNDAMENTAL TERMS AND INTERPRETATIONS
a1. Definitions
1.01 In this Bylaw and all other Bylaws and Resolutions of the Church unless the context otherwise requires, the following definitions shall apply:
a) "Act" means the Canada Corporations Act R.S.C. 1970, c.C.32 as amended from time to time and any statute enacted in substitution thereof, and in the case of such substitution, any references in the Bylaw of the Corporation to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute of statutes;
b) "Bylaw" or Bylaws" means any Bylaw of the corporation from time to time in force and effect, including the General Operating Bylaw;
c) "Church Order" means the Church Order of The Christian Reformed Church in North America, being the original Church Order of Dort 1618-19, as revised by The Christian Reformed Synod of 1914 and 1965 and as may be further amended by Synod from time to time;
d) "Church" means the legal entity incorporated as a Corporation under the Act by Letters Patent dated the {Date} day of {Month}, {Year}, and named _______________________________________ Church;
e) "Classis" means Classis __________________________ of the Christian Reformed Church;
f) "Constitution" means the letters patent (including the Objects and Fundamental Principles), the General Operating Bylaw and all other Bylaws;
g) "Committee" means a Committee of the Church as established in accordance with this General Operating Bylaw;
h) "Committee Member" means a Member of a Committee of the Church;
i) "Consistory" means the body of elected elders and the Minister of the Local Church;
j) "Corporation" means the Church as defined herein;
k) "Council" means the Council of the local Church consisting of the Minister(s) (if there be such) the Elders and the Deacons all of whom are individually deemed to be Directors**pursuant to the Act and collectively deemed to be the Board of Directors pursuant to the Act;
m) "Denomination" means the Christian Reformed Church in North America (The Christian Reformed Church);
n) "Fundamental Principles" means the Fundamental Principles of the Church doctrine and government as set out in (a), (b), and (c) of Article V of the Letters Patent of this Church;
o) "Letters Patent" means the Letters Patent incorporating the Church, as from time to time amended or supplemented by Supplementary Letters Patent;
p) "Local Church" means that congregation of the Denomination known as ____________________________________________ Church, currently meeting at ____________________________________________, in the ____________________ of ____________________ , and consisting of confessing members and baptized members;
q) "Meeting of Members" or "Membership Meetings" means any annual or special Meeting of Members;
r) "General Operating Bylaw" means this Bylaw, any amendments thereto, and any other Bylaws of the Church intended to amend or replace the General Operating Bylaw herein;
s) "Member" means a confessing member of the Local Church who has made a Public Profession of Faith and is eighteen (18) years of age or older;
t) "Members" or "Membership" means the collective confessing Membership of the Church;
u) "Minister(s)" means those serving as ordained Minister(s) of the Word in the Church described herein;
v) "Object" means the charitable Objects of the Corporation as contained in the letters patent;
w) "Principles of Natural Justice" mean and include the right to know the charges made against one's person, the right to a hearing, and the right to present a defense;
x) "Resolution" means a Motion passed by either the Council, or Members by a simple majority vote of fifty percent (50%) plus one (1) of those voting, unless the Act of this By-Law otherwise requires;
y) "Synod" means Synod of the Christian Reformed Church in North America; and
z) All other ecclesiastical terms or those having ecclesiastical connotation shall, where the context so permits, be interpreted and defined in accordance with the Church Order and Practice of the Christian Reformed Church.
**Note: Belgic Confession Article 30 and CRC Church Order Article 35 require that ministers of the Word serve as members of the church council. This Bylaw assumes throughout and specifies in certain articles (see 1.01k, 8.01, 8.05, and 15.02) that the minister will be a member of the council/board of directors. There is case law in Ontario that could be interpreted as calling into question the practice of having a salaried person serve as a director of a charitable corporation. The Ontario Office of the Public Guardian and Trustee appears to take the position that this applies to churches as well, and that court approval is required to allow a minister to serve as director of the corporation. Legal counsel should be sought before the council and the congregation adopt the final formulation of this Bylaw.
2. FUNDAMENTAL TERMS AND INTERPRETATION
2.01 Objects and Fundamental Principles - This General Operating Bylaw and any other By-Laws of the Corporation shall be strictly interpreted at all times in accordance with and subject to the Objects and Fundamental Principles contained in the Letters Patent of the Corporation, which for purposes of this General Operating Bylaw are incorporated by reference and made a part hereof. If any of the provisions contained in this General Operating Bylaw 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 Bylaw and all other Bylaws and Resolutions of the Church, unless the context otherwise requires, the following interpretations shall apply:
a) words importing the singular number include the plural and vice versa;
b) 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 Bylaw are for convenience of reference only and shall not affect the construction or interpretation thereof.
PART II PROPERTY AND DIVISION
3. Real and Personal Property of the Corporation Held in Trust
3.01 Property Held in Trust - The Corporation shall hold all real and personal property exclusively upon the trusts described in the Objects and in furtherance of the Fundamental Principle as set out in the Letters Patent of Articles of Incorporation of this Church, and as interpreted by the Classis of which this church is a member, subject to review on appeal by Synod.
3.02 Disposition of Property on Disbanding - In the event of the disbanding of this Church, with the approval of Classis, and dissolution of this Corporation, its remaining assets, if any, after the payment of its debts and expenses, shall be distributed to, and only to, one or more charities in Canada that are registered with Revenue Canada for the purpose of the Income Tax Act of Canada and have Objects similar to this Corporation, in the manner proposed by the Council, upon the advice of Classis - and approved by the affirmative vote of a majority of Members of the Church.
3.03 Distribution of Property on a Division - In the event of consensual division of this Church by vote of its Members and with the consent of Classis into two or more Christian Reformed Churches, all real and personal property of this Corporation shall be distributed between the two or more Christian Reformed Churches as agreed to by the Members, subject to the review of the said distribution by Classis (or Synod on appeal).
3.04 Disposition of Property on a Schism - In the event that the Classis (or Synod on appeal) determines that an irreconcilable division (schism) has occurred within this Church, the Members of this Church who, according to the exclusive determination of Classis (or Synod on appeal), remain true to the Objects, the Fundamental Principles, as set out in the Letters Patent of Articles of Incorporation, shall be the lawful congregation of this Church and shall constitute the sole Membership of this Corporation which shall have the exclusive right to hold and enjoy the real and personal property of this Church. Nothing in this Article 3, however, shall prevent the Classis (or Synod on appeal) from determining, in keeping with the scriptural injunction of 1 Corinthians 6, that more than one group of Members of this Church are each a lawful congregation and from dividing the real and personal property among this Church and such other lawful congregation(s) having the same or similar objects and arising from this Church in such proportion as Classis (or Synod on appeal) may determine.
PART III MEMBERSHIP
4. MEMBERS
4.01 The first Directors of the Corporation shall be the initial members of the Corporation. Thereafter, Membership in the Corporation shall consist of those persons who:
a) have made Public Profession of Faith in accordance with the practice of the Local Church and the Denomination;
b) have been entered on the rolls of the Local Church as Confessing members by resolution of Council;
c) who have attained the age of eighteen (18) years.
5. PRIVILEGES RIGHTS AND DUTIES
5.01 Membership shall carry the following privileges, rights and duties:
a) the duty to subscribe to the Fundamental Principles of the Church;
b) the right to enjoy all the privileges of a confessing member of the Local Church;
c) the right to attend, speak and participate at all Meetings of Members;
d) the right to a single vote in person all Meetings for Members aged 18 or over;
e) the right to submit a written ballot for the election of Directors (elders and deacons); and
f) the privilege to submit names to Council for consideration by Council in preparing a slate of nominees for the election of Council members.
6. WITHDRAWAL AND REMOVAL
6.01 Membership is contingent on being a confessing member;
a) Membership in the Corporation ceases when the person is no longer a confessing member of the Local Church whether by reason of Church discipline or otherwise;
b) Termination of Local Church membership by a decision of Council shall be made in accordance with the provisions of the Church Order and the Principles of Natural Justice.
6.02 Transfer - A member of the Local Church may request a transfer of membership to another Congregation within the Denomination or may request that a statement of membership be sent to another church outside the Denomination and upon such request being granted by Council, Membership of such person in the Church shall cease.
6.03 Removal - A Member may request that his or her name be removed from the confessing members list of the Local Church, and Council shall consider such request and advise the person how to proceed or acquiesce in the request.
7.0 MEMBERS MEETINGS
7.01 Annual Meeting -There shall be an annual Meeting of Members at such time and place in {Province} as determined by Council, no later than {Date} of each year. The purpose of the Annual Meeting of Members will be to do the following:
a) receive necessary reports from the Officers, Committees, and the Council;
b) review the financial statements for the immediately preceding year, including the Auditor's report therein, and approve the budget for the upcoming year;
c) appoint the auditors for the upcoming year; and
d) transact any other necessary business including the election of elders and deacons if necessary.
7.02 Special Election Meetings - Special Election Meetings shall be held at such time (at least once per year) and place as determined by Council to do the following:
a) elect Members as elders and deacons to the Council as required for the next year; and
b) transact any other business.
7.03 Other Special Meetings - At the request of the Council or a Majority of Council, or upon the request of the lessor of at least twenty-five (25) Members or 10% of the total Membership of the Local Church, other special Meetings of Members shall be called and convened by the Council within Thirty (30) days of the request.
7.04 Notice of Meetings - Notice of all Membership Meetings (annual and special) shall be given to Members by notice 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 judgement on the decision to be taken.
7.05 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 purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
7.06 Omission of Notice - The accidental omission to give notice to any Member 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 of the Corporation shall not invalidate any Resolution passed or any process 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.
7.07 Quorum - A quorum for annual, special election or other special meetings of members shall be constituted by the presence of (number) percent ( %) of the total membership of the church immediately prior to the time of the meeting in question. No business shall be transacted at any meeting of members unless the requisite quorum is present at the time of transaction of such business.
7.08 Chairperson - the Chairperson (or in his or her absence the Vice Chairperson or other designate as appointed by Council) shall act as Chairperson of all Members Meetings and shall only be entitled to vote in: (a) the event of a tie vote (in which the Chairperson shall have the second or casting vote), or (b) in the event of a secret ballot.
7.09 Majority Vote - At all annual and 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 or represented by absentee ballot, unless otherwise provided for by the Act or elsewhere in the general operating Bylaw.
7.10 Voting Procedure - Every question submitted to any Meeting of Members shall be decided by voice vote or 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 the 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 a 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 secret ballot may be withdrawn.
7.11 Voting Rights - Voting at Meetings of Members may be given personally or, with respect to election of Directors (elders and deacons) only, by absentee ballot.
PART IV COUNCIL
8. COUNCIL
8.01 Board of Directors - The administration and temporal affairs of the Church shall be the responsibility of the Council comprised of not less than three Members of the Church, being the elders and deacons as determined by the Members at a Special Election meeting of Members each year, and the Minister upon being installed into the office of Minister by the Council. For purposes of the Act, the Council shall be deemed to be the Board of Directors and in this regard, each such elder, deacon and Minister shall be deemed to be a Director of the Corporation, subject to the provisions of 11.02 hereof.
8.02 Provisional Directors - The applicants for incorporation herein shall be the provisional directors of the Corporation whose terms of office shall continue until their successors are elected in accordance with the provisions of this Bylaw.
8.03 Election of Elders and Deacons- As often as may be required and in any event not less that once yearly at such time as Council may determine, Council shall prepare and present to Members a slate of nominees of confessing members of the Local Church for election to the office of elder and the office of deacon by the Members to replace those Council members (elders or deacons) whose term of office has expired or will expire shortly after the Members Meeting. The nomination and election of each elder and each deacon shall in all respects observe the provisions, formalities and requirements of the Church Order. Each elder and each deacon shall be deemed to be a Director of the Corporation subject to the provisions of 11.02 (a) hereof.
8.04 Calling of a Minister - A qualified person is called by Council to serve the Church as Minister after a recommendation of Council to the Members, for the calling of the person to serve the Church as Minister, has been approved by the Members. Membership approval shall require a majority vote of the Members voting who are present at the Members Meeting duly called for that purpose. The person accepting the call to serve the Church, upon being installed into the office of Minister, is deemed to be an elder and a member of the Council and a Director, subject to the provisions of section 11.02 (b) hereof.
8.05 Agreement with Fundamental Principles - A person may be considered for election to the Council if he or she fulfils all of the following qualifications:
a) the person must be a member in good standing;
b) the person must be at least the age of 18;
c) the person must meet the scriptural requirements for an elder or deacon in accordance with the provisions of the Church Order; and
d) the person elected to office of elder or deacon shall signify in writing his or her agreement with the Fundamental Principles of the Church as set out in the Letters Patent.
9. TERM OF OFFICE OF ELDERS AND DEACONS
9.01 A person elected as elder or deacon shall hold office for a term of three years.
9.02 A specified number of elders and deacons shall be elected and shall retire each year. Retiring elders and deacons shall be succeeded by others unless the circumstances of the church make immediate eligibility for reelection advisable.
9.03 A Member may be reelected to the office of elder and deacon for any number of terms subject to the provision of 9.02.
10. AUTHORITY OF COUNCIL
10.01 General Authority- The Council shall be responsible for the overall administrative and temporal affairs of the Church and 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 by its Letters Patent, the Act, or otherwise authorized subject to the following restrictions:
a) No purchase, sale or conveyance, mortgage, lease of any real estate belonging to the Local Church; or the fixing of the salaries shall be made, unless the affirmative vote of a majority of the Members of the Church shall be first obtained at a meeting of such Members of the Corporation present and entitled to vote, duly and specially called for that purpose by notice given for two successive Sundays at the usual place of meeting next preceding such meeting.
b) No sale, mortgage, or conveyance shall be made of any gift, grant, or donation, conveyance, devise, or bequest which would be inconsistent with the express terms of the plain intent of the grant, donation, gift, conveyance, devise or bequest.
10.02 Specific Authority- Council shall be authorized to carry out the duties and responsibilities and have the authorities assigned to it by the Church Order and without limiting the generality of the foregoing to:
a) 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;
b) take 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;
c) appoint such agents and engage such employees (with exception of the Minister(s) which shall require Church Membership approval) as it deems necessary from time to time and such Persons shall have such authority and shall perform such duties as shall be prescribed by Council at the time of such appointment;
d) generally exercise such power and to do such things as the Church is by its Letters Patent, the Act, Bylaws or otherwise authorized to exercise and do by Bylaw.
10.03 Remuneration of Employees- Subject to 10.01 (a), the reasonable remuneration for all Officers, employees and agents of the Church as determined appropriate by Council shall be fixed by the Council 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.
10.04 Council Report- The Council shall give an annual report.
10.05 No Remuneration of Directors- Members of the Board of Directors shall serve, as Directors without remuneration and no Director shall receive any direct or indirect remuneration from the Church for the services as Director, provided that the member of Council may be paid reasonable expenses incurred by him or her in the performance of his or her duties as Director.
10.06 Resignation- If for any reason an elder or deacon asks to be released from office, then that member shall give thirty (30) days written notice, if possible, to the Chairperson of Council who in turn shall call it to the attention of Council. A letter requesting release from office shall set out the reasons for the departure of the member of the Council. Council has authority to approve the release from office.
11. VACANCY ON COUNCIL
11.01 Vacancy on Council - The position of a member of Council shall be automatically vacated if any of the following situations occur:
a) such member resigns his or her position on Council by delivering of written resignation to the Chairperson of Council and Council accepts such resignation;
b) such member is removed or suspended from the office of elder or deacon as the case may be in accordance with the provisions of the Church Order;
c) such member ceases to be a Member of the Church;
d) such member is found to be mentally incompetent or of unsound mind; or
e) such member dies.
11.02 Removal of a Director - Notwithstanding the provisions of 8.01 hereof:
a) An elder or deacon may be removed from the office of Director if such elder or deacon is determined by an eighty percent (80%) majority vote of the Members voting who are present at a Meeting of Members duly called for that purpose, to be unfit to hold the office of Director. Such removal shall not otherwise affect the status of such person as elder or deacon of the Church.
b) A minister may be removed from the office of Director for any reason upon the recommendation of Council approved by an eighty percent (80%) majority vote of the Members voting who are present at a Meeting of Members duly called for that purpose. Such removal shall not otherwise affect the status of such person as Minister or elder of the Church.
12. MEETINGS OF COUNCIL
12.01 Regular Meetings - The Council may appoint a day or days in any month or months for regular meetings at a place and hour to be named, provided that Council shall meet at least monthly. A copy of any Resolution of Council fixing the place and time of regular meetings of the Council shall be sent to each Director forthwith after being passed.
12.02 Special Meetings - Special meetings of Council may be called by the Chairperson of Council upon giving of notice to Council Members by telephone and pulpit announcement or other oral or written communication.
12.03 Notice of Meetings - All regular and special meetings of Council shall be held on fourteen (14) days notice either addressed and mailed or delivered to each member of the Council or published in the Church Bulletin on two consecutive Sunday mornings prior to such meeting or at the call of the Chairperson of the Council upon 24 hour telephone notice in the event of an emergency.
12.04 Waiver of Notice - A member of Council may waive notice of a meeting of Council and attendance of any member at such meeting 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.
12.05 Omission of Notice - The accidental omission to give notice of any meeting of the Council to, or any irregularity in the notice of any such meetings, or the non-receipt of any notice by, any Member of Council shall not invalidate any motion passed, or any proceeding taken at such meeting, provided that no member objects to such omission or irregularity.
12.06 Quorum- A quorum for a meeting of Council shall be a majority of the members of Council.
12.07 Voting Rights- With the exception of the Chairperson, who shall only vote in the event of an equality of votes, all members of Council shall each have one vote.
12.08 Minutes- The Council shall keep written minutes of each meeting. The Clerk shall be responsible to maintain such minutes.
PART V CONSISTORY
13. CONSISTORY
13.01 Definition - The Consistory consists of those confessing members elected to the office of elder and the Minister(s) of the Church. The Consistory shall be responsible for the overall spiritual ministry and welfare of the Church. The number of elders shall be determined by Council.
13.02 Authority and Duties of Consistory - The authority and duties of Consistory shall be consistent with the provisions of the Church Order and as may be requested by Council.
13.03 Meetings of Consistory - The Consistory shall meet at such time and place as per schedule adopted at the first meeting of Council after the election of elders and deacons, or as may be determined by Consistory or deemed necessary by the Chairperson of the Consistory.
13.04 The Chairperson and secretary of Consistory shall be elected by the elders.
PART VI DIACONATE
14. DIACONATE
14.01 Definition - The Diaconate consists of all those confessing members of the Church elected to the office of deacon. The Diaconate shall be responsible for and oversee the charitable ministries of the Church. The number of Deacons shall be determined by Council.
14.02 Authority and Duties of Diaconate - The authority and duties of the Diaconate shall be consistent with the provisions of the Church Order and as may be requested by Council.
14.03 Meetings of the Diaconate - The Deacons shall meet at such time and place as per schedule adopted at the first meeting of the Council following the election of elders and deacons or as determined by the Deacons or deemed necessary by the Chairperson of the Deacons.
14.04 The Chairperson and secretary of the Diaconate shall be elected by the deacons.
PART VII MINISTER
15. MINISTER
15.01 Minister - The Members may call one or more Persons, qualified and eligible for call as Minister of the Word in the Christian Reformed Church, to serve the Local Church as Minister.
15.02 Duties and Authority of Minister - The Authority and Duties of a Minister shall be consistent with the provisions of the Church Order and this By-law and as may be determined by the Council.
15.03 Calling and Ordination/Installation of a Minister - The calling and ordination/installation into the office of Minister shall in all respects be carried out in accordance with and in adherence to the provisions of the Church Order.
15.04 Minister's Remuneration - The remuneration of the Minister shall be determined by Council and approved by the Members in accordance with section 10.01 (a) of this By-law.
15.05 Termination or Deposition of Minister - The Minister-Church relationship shall not be terminated nor shall the minister be deposed from office, except in accordance with the provisions of the Church Order and the Principles of Natural Justice.
PART VIII OFFICERS
16. NAMES OF OFFICERS
16.01 The Officers of the Church shall be:
a) Chairperson of Council (President);
b) Vice-Chairperson of Council (Vice-President);
c) Clerk; and
d) Treasurer.
17. DEFINITION OF OFFICERS
17.01 The Chairperson- The duties of the Chairperson shall be as follows:
a) to call all meetings of the Council;
b) to preside at all such meetings as the Chairperson;
c) to prepare agenda for all meetings of the Council;
d) to vote only when a deciding vote is necessary at any meeting of Council;
e) to ensure that all directives and Resolutions of Council are carried into effect;
f) as President of the Corporation to call all Meetings of the Membership in accordance with the procedures set out in the Church order, and this Bylaw;
g) to preside at all Meetings of the Members as the President;
h) to prepare agenda for all Meetings of Members;
i) to vote at Membership Meetings only when a deciding vote is necessary; and
j) to carry out such other duties as are directed from time to time by the Council.
17.02 The Vice-Chairperson- The duties of the Vice-Chairperson of Council shall be as follows:
a) in the event that the Chairperson of Council is not able to function in his or her position then the Chairperson or President shall be replaced by the Vice-Chairperson of Council who shall exercise all of the authority and comply with all of the obligations of the Chairperson;
b) to carry out such duties as may from time to time be determined by Council or the Membership; and
c) in his or her absence, the duties of the Vice-Chairperson shall be performed by such other Member of Council who is assigned the duties of the Vice-Chairperson by Resolution of Council.
17.03 Clerk- The Duties of the Clerk shall be as follows:
a) to faithfully note and record all of the business of Council Meetings and of Members Meetings and present the minutes of previous meetings when called upon to do so;
b) to conduct all correspondence on behalf of the Church arising out of such meetings;
c) to publish or cause to be published the time and place of all Members Meetings with due notice;
d) to be the custodian of the seal of the Church which he or she shall deliver only when authorized by Resolution of Council to do so and to such Person or Persons as may be named in the said Resolution;
e) to be the custodian of all papers and documents of the Church;
f) to carry out such other duties as directed from time to time by Council or by the Membership; and
g) in his or her absence, the duties of the Clerk shall be performed by such other member who is temporarily acceptable to the Council upon a Resolution of the Council.
17.04 Treasurer- The duties of the Treasurer shall be as follows:
a) to be responsible for the disbursing of monies on behalf of the Church;
b) to issue and sign cheques on behalf of the Church;
c) to maintain payroll records;
d) to maintain accounts payable records;
e) to pay all accounts and authorized expenses by cheque whenever practical and possible;
f) to invest funds belonging to the Church as directed by Council;
g) to deposit the monies received by the Church into the proper bank accounts;
h) to keep account of all monies received by the Church and keep a full and accurate account of all assets, liabilities, receipts and disbursements of the Church, including
the following:
i) recording the Church income and receipts;
ii) recording the Church fund disbursements;
iii) preparation of monthly bank reconciliations; and
iv) preparation of monthly bank statements.
i) to keep an accurate record of all contributions made through envelopes to the general, building and other funds of the Church as exist from time to time;
j) to ensure that no member of the Council receives any remuneration for services on Council from the Church unless such monies are for purposes of reimbursing such member for legitimate expenses incurred on behalf of the Church;
k) to carry out such other duties as directed from time to time by Council or the Membership; and
l) in his or her absence, the duties of the Treasurer shall be performed by such Member who is temporarily acceptable to the Council upon a Resolution of the Council.
18. APPOINTMENT AND ELECTION OF OFFICERS
18.01 All Officers with the exception of the Treasurer shall be appointed by the Council from among their members at the first meeting of Council following election of Council members during each fiscal year.
18.02 The Treasurer shall be appointed by Council and the Treasurer may be but need not be a member of Council.
19. TERM OF OFFICERS
19.01 All Officers, other than the Treasurer, shall serve a one (1) year term of office.
19.02 An Officer may be re-appointed to any number of terms during the period he or she is a member of Council.
19.03 The Treasurer may be appointed for such term of office as determined by Council.
20. RESIGNATION OF OFFICERS
20.01 If for any reason any Officer chooses to resign his or her position, a letter of resignation together with an explanation shall be directed to the Council at least thirty (30) days prior to the effective date of such resignation and the Council shall have the power to accept such resignation on behalf of the Church.
21. VACANCY
21.01 The position of an Officer shall be automatically vacated if any of the following situations occur:
a) such Officer resigns his or her office by delivery of a written resignation to the Council,
b) the Officer ceases to be a Member of the Church;
c) such Officer is found to be mentally incompetent or of unsound mind;
d) such Officer becomes bankrupt;
e) such Officer dies; or
f) such Officer is removed from Office by a two-thirds (2/3) majority vote of Council.
21.02 If any vacancies should occur for any reason as set out in section 21.01 of the above, Council by Resolution, may by appointment, fill the vacancy during the remaining term.
PART IX PROTECTION AND INDEMNITY
22. PROTECTION AND INDEMNITY TO DIRECTORS, (Elders, Deacons, Minister,) AND OFFICERS
22.01 Protection of Directors, Officers and Others - Except as otherwise provided in the Act, no Director or Officer of the Church shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for any loss, damage or expense happening to the Church through insufficiency or deficiency of any 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 tortious 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 monies, securities or other assets belonging to the Church or for any other dealings with 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 Director or Officer's respective office or trust or in relation thereto unless the same shall happen through such Person's wilful neglect or default. The Directors 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 of or on behalf of the Church, except as shall have been submitted to and authorized or approved by Council.
22.02 Indemnity to Directors and Officers - Every Director, Officer or any Member or Person (with "Person" in this section to include corporations, partnerships, 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: a) all costs, charges and expenses which such Director, Officer or any other Member or Person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her 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 b) all other costs, charges and expenses which he or she 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.
22.03 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.
PART X EXECUTIVE
23. EXECUTIVE COMMITTEE
23.01 Executive Committee - Council may establish an Executive Committee comprised of not less than three (3) Directors. The Executive shall exercise such powers as are authorized by Council.
23.02 Regular Meetings of Executive - Subject to this Bylaw and Resolution of Council the executive committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Meetings shall take place at least monthly at such time and place as executive may determine in accordance with a schedule of meetings determined by Council at its first meeting following the election of elders and deacons. Each member of executive shall receive a written copy of the schedule of meetings.
23.03 Special Meetings - Special meetings of the executive committee may be called by the Chairperson of the executive committee by telephone or pulpit announcement or other oral or written communication.
23.04 Notice of Meetings - Regular meetings of the executive shall be publicly announced prior to the meeting. Emergency meetings may be called upon 24 hour notice at the call of the Chairperson.
23.05 Quorum - A quorum for the meeting of the executive committee shall be a majority of the members of the executive.
23.06 The Chairperson of the executive committee shall be appointed by Council.
23.07 Voting Rights- With the exception of the Chairperson, who shall vote only in the event of an equality of votes, all members of the executive shall have one vote.
23.08 An Executive member may be removed by the majority vote of Council.
23.09 Executive members shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duty.
PART XI STANDING COMMITTEES
24. DEFINITION OF STANDING COMMITTEES
24.01 The Council by Resolution may establish such Standing Committees as it determines necessary from time to time.
24.02 The number of members for each Standing Committee and the mandate of such Standing Committee shall be determined by the Council from time to time.
24.03 Members on each Standing Committee shall serve without remuneration, provided that a committee member may be paid reasonable expenses incurred by him or her in the performance of his or her duties.
25. ELECTION AND TERM OF OFFICE ON STANDING COMMITTEES
25.01 Council may appoint members to the Standing Committees in such number and for such terms as Council, by Resolution, may determine.
26. CHAIRPERSON OF STANDING COMMITTEE
26.01 The Chairperson of each standing Committee shall be appointed from amongst the membership of a particular Standing Committee either by the Council or by the membership at the first meeting of the Standing Committee during each year. The Chairperson may be but need not be a member of Council.
27. SPECIFIC DUTIES OF STANDING COMMITTEES
27.01 The specific duties of each Standing Committee shall be:
a. fulfill the mandate as approved by Council
b. keep minutes of each meeting and make copies of all minutes available to Council
c. prepare regular reports for the Council
d. prepare an annual budget for presentation to Council
28. PROCEDURES FOR MEETINGS OF STANDING COMMITTEES
28.01 Standing Committees shall meet at such times as determined by the Chairperson of the Committee, subject to the approval of the Council.
28.02 The procedures to be adopted during the meetings of each Standing Committee shall be the same as those set out herein for Council with modifications as necessary.
28.03 A quorum for the meetings of a Standing Committee shall be the majority of the members of the Committee.
28.04 With the exception of the Chairperson who shall vote only in the event of an equality of votes, all members of a Standing Committee shall have one vote.
29. REMOVAL OF MEMBERS FROM STANDING COMMITTEES
29.01 Council may remove any member from any Standing Committee for any reason upon a majority vote of Council and may fill such vacancy by appointment.
PART XII SPECIAL COMMITTEES
30. SPECIAL COMMITTEES
30.01 Council may appoint such Special Committees as may be necessary, having such power and authority as may be appropriate, whose members will hold office at the will of Council. Council shall determine the duties of Special Committees.
30.02 The appointment of a Chairperson of such a Special Committee shall be determined by Council unless specifically directed otherwise by the Members. Members of such Special Committees shall serve without remuneration, provided that such committee member may be paid reasonable expenses incurred by him or her in the performance of his or her duties.
30.03 The number and time of meetings of such Special Committee shall be determined by the Chairperson of such Special Committee subject to the approval of Council.
30.04 All Special Committees shall report to the Members through Council.
30.05 The procedures to be adopted during meetings of each Special Committee shall be the same as set out herein for Council with modifications as necessary.
30.06 Council may remove any member from a Special Committee for any reason upon Resolution and may fill the vacancy by appointment.
PART XIII RULES AND REGULATIONS
31. RULES, REGULATIONS AND GUIDELINES
31.01 The Council may adopt by Resolution such rules, regulations or guidelines not inconsistent with this general operating Bylaw or the Constitution relating to the management and operation of the Church as Council deems expedient.
PART XIV FINANCIAL MATTERS AND AUDITORS
32. FISCAL YEAR END
32.01 Unless otherwise ordered by Council, the fiscal year end of the Corporation shall be the ________ day of __________ {month} each year.
33. FINANCIAL STATEMENTS AND ANNUAL BUDGET
33.01 Council is responsible for the annual preparation of the following:
a) financial statements for the preceding year prepared in accordance with the financial reporting standards of the Canadian Institute of Chartered Accountants for Charitable and Non-Profit Organizations as may be in place from time to time; and
b) an annual budget for the upcoming year prepared in consultation with the Chairperson of each Standing and Special Committee, and to include the budget and expenditures of at least the previous year.
33.02 The financial statements and the annual budget shall be forwarded to the Council for approval at least two weeks prior to the annual Meeting of Members and shall thereafter be made available to the Members for review at least one week (including one Sunday) prior to the annual Membership Meeting.
33.03 The financial statements and the annual budget shall be presented at the annual Meeting of Members for approval of the Members by Resolution.
34. AUDITOR
34.01 The Members shall at each annual Meeting of Members appoint one or two Auditors to hold office until the next annual Meeting of Members to do the following:
a) report to the Members on the fairness of the financial statements presented by the Council or the Finance Committee at the annual Meeting of Members;
b) audit the financial statements, accounts, general fund of the Church and other general funds which may be in existence from time to time and to submit the results of such audits to the Membership at the next annual Meeting of Members;
c) 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; and
d) to carry out such other duties as are directed from time to time by Council or by the Membership.
PART XV GENERAL PROVISIONS
35. CORPORATE SEAL
35.01 The seal, an impression thereof is stamped in the margin hereof or as changed by Resolution of the Council from time to time, shall be the seal of the Church.
36. EXECUTION OF DOCUMENTS
36.01 Documents - Contracts, documents or any instruments in writing requiring the signature of the Church shall be signed by any two Officers, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without further authorization or formality. Council shall have the power from time to time by Resolution to appoint any two of its members, Officers or Person's on behalf of the Corporation to specifically sign contracts, documents, and instruments in writing. Council may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any sticks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents, and instruments in writing as aforesaid by any Council member, Officers or Persons appointed.
37. HEAD OFFICE
37.01 The Head Office of the Corporation shall be in the city of ___________________, in the county of ________________________ in the province of ________________.
38. BOOKS AND RECORDS
38.01 Council 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 XVI AMENDMENTS
39. AMENDMENTS TO BY-LAW
39.01 The Bylaws of the Church not embodied in the Letters Patent may be replaced or amended by Bylaw and enacted by a majority vote of the Council voting at a meeting duly called for that purpose and sanctioned by an affirmative vote of at least seventy-five percent (75%) of the Members voting who are present or represented by proxy at a Membership Meeting duly called for the purpose of considering the said Bylaw, provided that notice of such Members Meeting shall be given in the Church Bulletin on two consecutive Sundays prior to such Membership Meeting and provided further that the notice shall state the proposed amendment and the purpose thereof, and provided further that the repeal or amendment of such By-laws shall not be enforced or acted upon until the approval of the Ministry of Industry Canada has been obtained.
IN WITNESS WHEREOF, we the provisional members of the Council of the Church have hereunto set our hands this {Date} day of {Month}, {Year}.
__________________________ ______________________________
{SIGNATURES OF FIRST DIRECTORS} ]
__________________________ ______________________________
{SIGNATURES OF FIRST DIRECTORS}
__________________________ ______________________________
{SIGNATURES OF FIRST DIRECTORS}
CONFIRMED by at least two-thirds (2/3) of the Members of the Corporation present and entitled to vote at the Membership Meeting held on {Date}, {Month}, {Year}.
Per: ____________________________________________
{Name of Church Clerk} - Clerk
Revision: May 1999 18
For more information contact Jerry Dykstra 616-224-0744.
