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Bylaws of Mountainview Baptist Church

Bylaws

of

MOUNTAINVIEW BAPTIST CHURCH

Preamble

The constitution and bylaws are written to:

  • Preserve and secure the principles of our Christian faith.
  • Preserve the liberties of each individual member of the church.
  • Ensure freedom of action and autonomy from any religious body or organization.
  • Provide for orderly conduct of: internal affairs, dealing with other individuals and organizations, and of governing the conduct of the church.
  • To receive, acquire and hold donations, devises and bequests.

 

Part 1 – Definitions and Interpretation

Definitions

  1. In these bylaws:
  2. “address of the Society” means the address of the Society as filed from time to time with the Registrar in the Notice of Address;
  3. “Association” means the A.C.T.S. Association;
  4. “Board” means the directors acting as authorized by the constitution and these bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;
  5. “Board resolution” means:
    1. a resolution passed at a meeting of the Board by a simple majority of the votes cast by those directors entitled to vote at such a meeting; or
    1. a resolution that has been submitted to all of the directors and consented to in writing by 2/3 of the directors who would have been entitled to vote on it in person at a meeting of the Board;
  6. “bylaws” means the bylaws of the Society as filed in the office of the Registrar;
  7. “chair” means the person elected to preside over a meeting, committee, or the Board in accordance with these bylaws;
  8. “constitution” means the constitution of the Society as filed in the office of Registrar;
  9. “deacons” means the persons appointed under 14.1 of these bylaws;
  10. “directors” means those persons who have been elected as directors or appointed as replacement directors in accordance with these bylaws and have not ceased to be directors, and a “director” means any one of them;
  11. “Income Tax Act” means the Income Tax Act of Canada, as amended from time to time;
  12. “members” means members at the date these bylaws are adopted and those persons who have become members in accordance with these bylaws and have not ceased to be members, and a “member” means any one of them;
  13. “ordinary resolution” means:
    1. a resolution passed at a general meeting of the Society by a simple majority of the votes cast by those members present and entitled to vote at such meeting.
  14. “President” means a person elected to the office of President in accordance with these bylaws but such office holder may, with the approval of a Board resolution, use the title of “Chair” or “Moderator” in substitution for, or in addition to, the title “President”;
  15. “registered address” of a member or director means the address of that person as recorded in the register of members or the register of directors;
  16. “Registrar” means the Registrar of Companies of the Province of British Columbia;
  17. “Regulations” means the regulations under the Societies Act;
  18. “Society” or “church” means the British Columbia society known as MOUNTAINVIEW BAPTIST CHURCH;
  19. “Societies Act” means the Societies Act of British Columbia as amended from time to time; and
  20. “special resolution” means:
  21. a resolution passed at a general meeting by a majority of not less than two-thirds (2/3) of the votes cast by the voting members present in accordance with these bylaws and the Societies Act.

Plural and gender-specific words

  1. 1 Words importing the singular include the plural and vice versa; and words importing a male person include a female person and vice versa.

Definitions in Act apply

  1. Except where they conflict with the definitions contained in these bylaws, the definitions in the Societies Act on the date these bylaws become effective apply to these bylaws and the constitution.

Conflict with Act or regulations

  1. If there is a conflict between these Bylaws and the Societies Act or the Regulations, the Societies Act or the Regulations, as the case may be, prevail.

Policies

  1. The Society may enact policies to deal with issues of good governance, health and safety of the Society, its members, and those attending functions carried out by the church. Policies so enacted will supplement these bylaws and in no case shall a policy override a bylaw. All new policies shall be approved by the Board.

Part 2 – Foundational Provisions 

Non-profit purposes

  • The Society will be carried on without purpose of gain for its members, and any profits or other gains to the Society shall be used in promoting its purposes.

Dissolution

  • In the event of dissolution or winding up of the Society, all its remaining assets, after payment of liabilities, shall be distributed to the Association, to one or more Canadian National Baptist Convention charitable organizations or churches in Canada, registered under the provisions of the Income Tax Act, or such qualified donees allowed under the Income Tax Act, having purposes similar to the Society, as shall be designated by the members at a meeting of the Society by two-thirds or a greater number of the members of the Society who are not subject to discipline or suspension under the Bylaws and are present at the meeting.

Status

  • This Church is an independent and non-profit organization.

Part 3 – Membership

Membership at adoption of bylaws

  • The members of the Society are the members in good standing at the date these bylaws are adopted, and those persons who subsequently become members, in accordance with these bylaws and who, in either case, have not ceased to be members as provided for in these bylaws.

Requirements of membership

Each such applicant shall also:

  • and

Application for membership

  • The members shall possess the sole power to admit members to the Society. An applicant for membership shall be admitted to membership in the Society by the affirmative vote of a majority of those members who are present at a regular church service of the Society.

Age of members

  • An individual under the age of 19 years may not be admitted as a member of the Society.

Duties of members

  • Every member must comply with these Bylaws and must uphold the constitution of the Society, the Statement of Faith at Schedule A and the Church Covenant at Schedule B.

Termination of membership

  • A person shall cease to be a member of the Society:
  • on the date which is the later of the date of delivering his or her resignation in writing to the President of the Society or to the address of the Society and the effective date of the resignation stated therein;
  • on his or her death;
  • on being expelled pursuant to section The Board may, by 2/3 majority vote, expel, suspend or otherwise discipline a member for conduct, which in the discretion of the Board:; or
  • on having been a member not in good standing for six (6) consecutive months.

Membership dues

Discipline of members

Notice of discipline

Member not in good standing

  • All members are in good standing except:

(a)           a member who is under suspension or discipline pursuant to section The Board may, by 2/3 majority vote, expel, suspend or otherwise discipline a member for conduct, which in the discretion of the Board:; or

(b)          a member who has been absent from the church for six (6) months without a good            reason.

Member not in good standing may not vote

  • A voting member who is not in good standing
  • may not vote at a general meeting, and
  • is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

Rights on termination of membership

  • Any member who ceases to be a member of the Society forfeits all rights, claims, privileges or interest arising from membership in the Society.

Membership not transferable

  • The membership of a person in the Society is not transferable.

Restoration of Membership

  • Any person whose membership has been terminated for any of the reasons described above may request to have his membership reinstated.  Such request may be approved by the Society upon satisfactory explanation or evidence of repentance and reformation.

Statement of Faith

  • The Society adopts the Statement of Faith set out at Schedule A.

Church Covenant

  • The Society adopts the Church Covenant set out at Schedule B.

Part 4 – General Meetings of Members

Time and place of general meeting

  • General meetings, including annual general meetings, shall be held at such time and place, in accordance with the Societies Act, as the Board shall decide.

Requisition of general meeting

  • The Board shall convene a general meeting if so requested by 10% of the voting members of the Society.

Annual general meeting

  • An annual general meeting shall be held at least once in every calendar year.

Robert’s Rules of Order

  • The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and the Societies Act.

Chair of general meeting

  • The President or the Vice-President, or in the absence of both, one of the other directors present, shall preside as chair of a general meeting.

Alternate chair of general meeting

  • If at a general meeting:
  • there is no President, Vice-President or other director present within 15 minutes after the time appointed for holding the meeting; or
  • the President, Vice-President  and all other directors present are unwilling to act as chair,

the members present shall choose one of their number to be chair.

Virtual meetings allowed

  • A general meeting may also be held, or any member may participate in a general meeting, by conference call or similar communication equipment or device so long as all the persons participating in the meeting can hear and respond to one another. All such persons so participating shall be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing bylaws, shall be entitled to vote by a voice vote recorded by the secretary of such meeting.

Quorum required

  • No business, other than the election of a person as chair and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.

Quorum for general meetings

  • The quorum for the transaction of business at a general meeting is five (5) members in good standing or 20% of the members, whichever is greater.

Lack of quorum at commencement of meeting

  • If, within 15 minutes from the time set for holding a general meeting, a quorum of voting members is not present,
  • in the case of a meeting convened on the requisition of members, the meeting is terminated, and
  • in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 15 minutes from the time set for holding the continuation of the adjourned meeting, the voting members in good standing who are present constitute a quorum for that meeting.

If quorum ceases to be present

  • If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Adjournments by Chair

  • The Chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.

Resolutions must be seconded 

  • All resolutions proposed at a general meeting must be seconded.

Chair may propose resolutions

  • The chair of a meeting may move or propose a resolution.

Ordinary resolutions unless specified

  • A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Societies Act or these Bylaws to be decided by special resolution.

Business conducted at an AGM

  • The business to be conducted at every annual general meeting, in addition to any other business that may be transacted, will include:
  • A report of the Board;
  • Presentation of the financial statements;
  • Presentation of the budget for the ensuing year; and
  • Election of directors to any vacancies on the Board.

 

Part 5 – Notice of General Meetings

Entitlement to notice

  • Notice of a general meeting shall be given only to:
  • every member shown on the register of members on the day notice is given, and
  • the auditor, if an auditor is appointed under these bylaws.

Length of notice

  • The Society shall give not less than 14 days’ written notice of a general meeting to its members entitled to receive notice; but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.

Content of notice

  • Notice of a general meeting shall specify the place, the day and the hour of the meeting.

Method of notice

  • A notice may be given to a member either personally or by mail or by email or by facsimile to the member at the member’s registered address or the member’s email address or facsmile number, as recorded in the Society’s records.

Mailed notice deemed given

  • A notice sent by mail shall be deemed to have been given on the third day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle. A notice sent by either email or facsimile shall be deemed to have been given on the date of transmission.

Accidental omission of notice

  • The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate the proceedings at that meeting.

Notice of special resolutions

  • A notice of a general meeting must include the purpose for any special resolution to be submitted to the meeting.

Notice of continuation of adjourned general meeting

  • It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for more than 14 days, notice of the continuation of the adjourned meeting must be given.

 

Part 6 – Voting Procedures at General Meetings

Permitted methods of voting

  • At a general meeting, voting must be by a show of hands, an oral vote, or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, two (2) or more voting members request a confidential ballot or a confidential ballot is directed by the chair of the meeting, voting must be by ballot.

Proxy voting not permitted

  • Voting by proxy is not permitted.

Voting method determined by Board

  • The Board may determine that an issue to be decided by the members shall be decided by confidential ballot by mail, email, hand delivery or other means of communication, provided that the Society has a system that enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Society without it being possible for the Society to identify how each member voted.

Method of voting by absentee ballots

  • If the Board determines that an issue shall be decided by confidential ballot, the Board may determine the rules respecting how that voting is to occur. In the absence of such determination, the process described in bylaw The Board shall send to every member shown on the register of members on the day the ballots are issued: and The Board shall designate tellers and at the meeting of the tellers where the votes are to be counted, the tellers shall: will apply.

Contents of distributed ballot package

  • a printed ballot together with full instructions for making and returning by the required date;
  • an inner return envelope with a space for the member’s signature placed on its face; and
  • a recognizable, self-addressed return envelope with the name and address of the Clerk of the Society or other person designated by the Board to receive the marked ballots.

Teller responsibilities

  • t the meeting of the tellers where the votes are to be counted, the tellers shall:
  • check the signature on the inner return envelope against the list of members qualified to vote;
  • indicate on a list of members that the member has voted;
  • remove the folded ballot and place it, still folded, into the ballot receptacle;
  • only once all of the inner envelopes have been processed and all votes placed in the receptacle, count the votes.

Alternate voting methods

  • Votes decided by other means of communication shall be tailored to comply with the above requirements.

Written ordinary resolutions

  • A resolution in writing which is identified as an ordinary resolution and has been submitted to all the voting members and signed by a minimum of two-thirds of the members who would have been entitled to vote on it in person at a general meeting of the Society is as valid and effectual as an ordinary resolution as if it had been passed at a meeting of members duly called and constituted and shall be deemed to be an ordinary resolution in writing. Such ordinary resolution shall be filed with minutes of the proceedings of the members and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

Written special resolution

  • A resolution in writing which is identified as a special resolution and has been signed by all the voting members who would have been entitled to vote on it in person at a general meeting of the Society is as valid and effectual as a special resolution as if it had been passed at a meeting of members duly called and constituted and shall be deemed to be a special resolution. Such a resolution may be in two or more counterparts which together shall be deemed to constitute one special resolution in writing. Such special resolution shall be filed with the minutes of the proceedings of the members and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

One vote per member

  • A member in good standing present at a meeting of members is entitled to one vote.

Chair may vote

  • The chair of a general meeting may vote but, if he or she does so and the result is a tie, shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.

Announcement of result

  • The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

Alteration of bylaws

  • These bylaws shall not be altered or added to except by special resolution.

 

Part 7 – The Board

Preamble

We believe the ultimate authority in the Church is Jesus Christ himself as revealed in the Bible. We believe that He leads the church by His Spirit through people. We affirm the role of pastors and lay ministry leaders in the church. We also affirm the role of individual members in performing ministry and making decisions, which affect the outcome of the church’s mission.

We also affirm the legal structure under which we operate and our need to conduct business in a legal and ethical manner. Therefore, our form of church government is designed to follow Jesus Christ by holding in balance all responsibilities He has given to pastors, directors, ministry leaders, the members of the congregation, and our legal system.

Purpose of Board

  • The property and affairs of the Society shall be managed by the Board, in conjunction with the the pastor(s).

Role of Board in Absence of a Pastor

  • If the church is without a pastor the directors shall continue to manage the affairs of the Society. The Board shall ensure that the ministries of the church continue in the absence of pastoral leadership. The directors may engage other members of the church to assist in leadership as well as engaging outside assistance during periods when the church is without a pastor.

Authority of Board

  • The Board may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the members in general meeting, and subject to the provisions of:
  • all laws affecting the Society;
  • these bylaws; and
  • rules, not being inconsistent with these bylaws, which are made from time to time by the Society in general meetings.

Right to membership and association

  • The Society, at the Board’s discretion, shall have the right to subscribe to become a member of and to cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part similar to the Society’s purposes.

ACTS and CNBC

  • The Society shall be an affiliated church of the Association and the Canadian National Baptist Convention.

 

Part 8 – Directors

Number of directors on Board

  • The Society must have no fewer than three (3) and no more than eleven (11) directors. The lead pastor shall be a member of the board of directors.

Director qualifications

  • Only members of the Society in good standing are eligible to act as directors of the Society.

Election or appointment of directors

  • At each annual general meeting, the members entitled to vote for the election or appointment of directors must elect or appoint the directors of the Board.

Election or appointment of directors

  • Directors shall normally be elected by ballot at a general meeting by an ordinary resolution of the eligible members entitled to vote at such meeting.

Voting procedure of director election

  • The name of each duly nominated candidate shall appear individually on the voting ballot and the candidates that receive the most votes shall be deemed to be elected.

Cannot vote for more directors than positions

  • No member shall vote for more directors than the number of vacant positions for directors. Any ballot on which more names are voted for than there are vacant positions shall be deemed to be void.

Term of office

  • Directors are normally elected for one-year terms. Directors normally take office commencing at the close of the meeting at which they were elected, designated, or appointed and their term of office expires at the close of the next annual general meeting after designation, election or appointment.

If no or too few directors

  • If no successor directors are elected or the number of directors of the Society would fall below three (3), the persons previously elected as directors shall continue to hold office until such time as successor directors are elected.

Consecutive terms

  • Directors may be elected for consecutive terms.

Who may stand for election

  • Only those persons nominated by the Nominating Committee may stand for election; nominations from the floor shall not be permitted for the office of director.

Termination of office

  • A person shall cease to be a director of the Society:
  • on expiry of their term of office;
  • on the date which is the later of delivery of written resignation to the Clerk or the address of the Society and the effective date of resignation stated in the resignation;
  • on his or her death or incapacity;
  • on ceasing to be a member of the Society; or
  • on being removed or suspended under bylaw A director may be removed or suspended by a two-third (2/3) resolution of the remaining directors before the expiration of his or her term of office where the remaining directors reasonably believe the director has committed a criminal, civil, or regulatory offense, has breached his or her fiduciary duty to the Society, or has otherwise acted inappropriately, but no director shall be removed or suspended until he or she has been given notice of the proposed action and has had an opportunity to be heard at the meeting or The members may, by special resolution at a general meeting, remove or suspend a director before the expiration of his or her term of office upon the recommendation of a majority of directors and may elect a successor to hold office until the next annual general meeting or until the reinstatement of the suspended director by the Board, but no director shall be removed or suspended until he or she has been given notice of the proposed action and an opportunity to be heard by the members at the general meeting..

Directors’ removal or suspension of director

  • or submit a written response to the Board.

Members’ removal or suspension of director

Directors may fill casual vacancy

Term of appointment of director filling casual vacancy

  • A director appointed by the Board to fill a vacancy as per bylaw If a director ceases to hold office during his or her term for any reason, the remaining Directors may, at any time, appoint a person as a director to fill the vacancy that arises on the Board as a result. ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

 

Part 9 – Officers

Election of officers

  • The Board shall elect from among the directors an individual in the following Board positions at the first meeting of the Board held after an annual general meeting:
  • President [Moderator];
  • Vice-President [Alternate Moderator];
  • Clerk;
  • Treasurer;
  • Deacon Representative;
  • Trustee Representative;
  • Finance Committee Representative.

                A director, other than the President, may hold more than one position.

Directors at large

  • Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.

Term of office

  • Once elected, officers shall hold their positions as officers of the Board of the Society until the close of the first meeting of the Board held after the next following annual general meeting.

Termination of officer

  • on expiry of their term of office;
  • on the date which is the later of delivery of written resignation to the Clerk or the address of the Society and the effective date of resignation stated in the resignation;
  • on his or her death or incapacity;
  • on ceasing to be a director of the Society; or
  • on being removed by a resolution passed at a duly constituted meeting of the Board by a two-thirds (2/3) majority vote.

Removed officer remains a director

  • An officer removed from office as per bylaw A person shall cease to be an officer of the Society:(a), 9.4(b) or 9.4(e) remains a director of the Society, unless otherwise provided in that officer’s resignation or removal resolution.

Removal of officers

  • An officer may resign from a position or the Board may remove an officer by a resolution passed at a duly constituted meeting of the Board by a two-thirds (2/3) majority vote.

Filling a vacancy in office

  • The Board shall fill any vacancy occurring in the office of an officer for the unexpired term.

Role of President [Moderator]

  • The President is chair of the Board and shall preside at all business meetings of the Society, issuing notices of general meetings and directors’ meetings and is responsible for supervising the other directors in the execution of their duties.

Role of Vice-President

  • The Vice-President is the vice-chair of the Board and, in the absence of the President, is responsible for carrying out all duties of the President and shall have such other duties and powers as the Board may specify.

Role of Clerk

  • The Clerk is responsible for doing, or making the necessary arrangements for, the following:
  • taking minutes of general meetings and directors’ meetings;
  • keeping the records of the Society in accordance with the Societies Act;
  • conducting the correspondence of the Board as requested by the President;
  • maintaining custody of the common seal of the Society, if any; and
  • maintaining the member roll of the Society.

Absence of Clerk from meeting

  • In the absence of the Clerk from a meeting, the Board must appoint another individual to act as secretary at the meeting.

Assistant to the Treasurer

  • The Board may appoint an assistant to the treasurer, who need not be a director and can be an outsourced bookkeeper. The assistant to the treasurer shall receive offering envelopes from the money counters and shall keep individual records to donations for all donors and shall issue receipts for all offerings as a matter of course at the end of the calendar year, or on other occasions by a special request of a donor.

Role of Treasurer

  • The Treasurer is responsible for doing, or making the necessary arrangements for, the following:
  • receiving and banking monies collected from the members or other sources;
  • keeping accounting records in respect of the Society’s financial transactions;
  • preparing or arranging for the Society’s financial statements;
  • making or arranging for the Society’s filings as necessary to comply with the Societies Act and the Income Tax Act.

Part 10 – Directors’ Meetings

Calling of directors’ meeting

  1. A directors’ meeting may be called by the President or by any two (2) other directors.

Notice of directors’ meeting

  1. A meeting of the Board may be held at any time and place determined by the Board, provided that two (2) days’ written notice of such meeting shall be given to each director. However, no formal notice shall be necessary if all directors were present at a preceding meeting when the time and place of the meeting was determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Clerk of the Society. No notice of a meeting of the Board shall be required, when the meeting is regularly scheduled.

Proceedings valid despite omission to give notice

  1. The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

Proceedings valid when inadequate officers

  1. No act or proceeding of the Board is invalid by reason only of there being less than the prescribed number of directors in office.

Board meeting after director appointment

  1. For the purposes of the first meeting of the Board held immediately following the election of a director or directors at an annual or other general meeting, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be properly constituted.

Conduct of directors’ meetings

  1. The directors may regulate their meetings and proceedings as they think fit.

Virtual meetings allowed

  1. A Board meeting may also be held, or any director may participate in a Board meeting, by conference call or similar communication equipment or device so long as all the persons participating in the meeting can hear and respond to one another. All such persons so participating shall be deemed to be present in person at the stated location of such meeting and  shall be entitled to vote by a voice vote recorded by the secretary of such meeting.

Quorum of directors

  1. The quorum for the transaction of business at a directors’ meeting is a majority of the directors in office at the time when the meeting convenes.

Chair

  1. The President shall be chair at all meetings of the Board, but if at any Board meeting the President is not present within 15 minutes after the time appointed for the meeting, the Vice-President shall act as chair; but if neither is present the directors present may choose one of their number as chair of that meeting.

Alternate Chair

  1. If the person presiding as chair of a Board meeting wants to step down as chair for all or part of that meeting, he or she may designate an alternate chair of such meeting or portion thereof, and upon such designated alternative receiving the consent of a majority of the directors present at such meeting, he or she may preside as chair.

Resolutions must be seconded

  1. Resolutions proposed at a meeting of the Board must be seconded and the chair of the meeting may move or propose a resolution.

Chair may vote

  1. The chair of a meeting may vote but, if he or she does so and the result is a tie, he or she shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.

Method of voting

  1. Voting may be by any method determined by the Board from time to time, so long as the method adequately discloses the intention of the voting members.

Written resolution

  1. A Board resolution in writing is as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Such Board resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with minutes of the proceedings of the Board and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

Part 11 – Committees

Delegation

  1. The Board may, at its discretion, delegate any, but not all, of its powers to committees which may be in whole or in part composed of directors.

Standing and special committees

  1. The Board may create such standing and special committees, ad hoc committees or task forces as may from time to time be required.

Nominating Committee

  1. A Nominating Committee shall be formed to provide the members with a list of qualified candidates for election as directors and deacons. The Nominating Committee shall nominate at least as many candidates as there are vacancies on the Board.

Proceedings of committees

  1. The members of a committee may meet and adjourn as they think proper and meetings of committees shall be governed, with any necessary changes, by the rules set out in these bylaws governing proceedings of the Board and by any rules that may from time to time be imposed on it by the Board.

Committee reports

  1. A committee shall report every act or thing done in exercise of its powers at the next meeting of the Board held after the action or thing has been done, or at such other time or times as the Board may decide.

Limited power of committees

  1. A committee shall limit its activities to the purpose or purposes for which it is appointed, and shall have no powers except those specifically conferred by a Board resolution.

Term of special committees

  1. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only and upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee shall automatically be dissolved.

Part 12 – Access to Records 

Copy of constitution and bylaws provided

  1. On being admitted to membership, each member is entitled to, and upon request the Society shall provide, a copy of the constitution and bylaws of the Society.

Inspection of records by directors

Inspection of records by members

Restricted inspection of records by members

  1. Subject to the Societies Act, the directors may from time to time in their discretion determine whether and to what extent and at what times and places and under what conditions or regulations the documents excluded from members’ inspection under bylaw A member who is not a director may, without charge, inspect any record required by the Societies Act to be kept by the Society, except for the minutes of meetings of the Board, copies of consent resolutions of directors and the individual consents to those resolutions, and the Society’s accounting records. shall be open to the inspection of a member who is not a director.

Restrictions on member inspection

  1. If a member who is not a director wishes to inspect a record he or she is permitted to inspect under these bylaws, the Board may impose a reasonable period of notice before which, and reasonable restrictions on the time during which, the member may inspect the record.

Free copies for directors

  1. Adirector may, without charge, receive a copy of a record the director is entitled to inspect under bylaw A director may, without charge, inspect any record required by the Societies Act to be kept by the Society..

Free copies for members

  1. Amember may, without charge, receive a copy of the Society’s current constitution, bylaws and the Society’s most recent financial statements.

Records with copy fee

  1. A member who is not a director may, without charge, inspect any record required by the Societies Act to be kept by the Society, except for the minutes of meetings of the Board, copies of consent resolutions of directors and the individual consents to those resolutions, and the Society’s accounting records..

Public access to records

  1. A person, other than a member or director of the Society, may not inspect or receive a copy of a record of the Society.

Part 13 – Financial

Fiscal Year

  1. The fiscal year of the Society shall begin on the 1st day of January, and shall end on the 31st day of December.

Borrowing and raising capital

  1. In order to carry out the purposes of the Society the Board may, on behalf of and in the name of the Society, borrow, raise or secure the payment or repayment of money in any manner it decides including the granting of guarantees, and in particular, but without limiting the foregoing, by the issue of debentures.

Restriction

  1. The Board may not make financial commitments on behalf of the Society that have not been authorized by the members either by resolution or by inclusion in the approved annual budget of the Society.

Director compensation

  1. No director shall directly or indirectly receive any compensation or profit from his or her position as a director or from any business or affairs with the Society, provided that a director may be paid reasonable expenses incurred in the performance of his or her duties.

Director may be employed

  1. Nothing herein contained shall be construed to preclude any director from serving the Society as an employee or in any other capacity with compensation, provided that a majority of directors are not entitled to remuneration as employees or contractors of the Society.

Title

  1. All property, real and personal, shall be held in the name of the Society.

PART 14 – DEACONS

Role of Deacons

  1. The Society may elect deacons to assist the pastor(s) with the ministries of the church. Deacons shall be elected for a three-year term or such other term as may be determined by the church, nominated by secret ballot from the membership of the Society. Nominees shall be interviewed by the Board, and upon agreeing to serve if elected, election shall proceed at the next regular business session following their nomination, to select the number of deacons the church wishes to elect at that time.

Responsibilities

  1. Deacons shall be co-labourers with the pastor(s) in leading the church in proclamation of God’s Word to believers and to unbelievers, in providing pastoral care to church members and other persons in the community, in developing the church’s missionary outreach to the world, and in building and maintaining harmonious fellowship in the church. In keeping with congregational polity of the church Society, the body of deacons has only the power of recommendation to the church other than in matters of specific authority designated to them by the church from time to time.

Part 15 – Seal and Execution of Instruments

Seal

  1. The Board may provide a common seal for the Society, with the Society’s name in legible characters on the seal, and it shall have power from time to time to destroy a seal and substitute a new seal in its place.

Use of common seal

  1. The common seal shall be affixed only when authorized by a resolution of the Board, and then only in the presence of the persons prescribed in the resolution or, if no persons are prescribed, in the presence of any two directors.

Signing authority

  1. Contracts not under seal and in the ordinary course of the Society’s operations may be entered into on behalf of the Society by the Board or by any person authorized by the Board. The Board may at any time direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Society may or shall be executed. In the absence of express authorization by the Board, an instrument, contract or obligation may be signed by:
  2. the lead pastor and the President or one other director;
  3. the President and one other director;
  4. in the absence of the lead pastor and President, the Vice-President and one other director;
  5. in the absence of the lead pastor and President and Vice-President, any two (2) directors; or
  6. in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

Cheques

  1. The Board may, from time to time by Board resolution, appoint signing officers who shall have the authority to sign cheques and all banking documents on behalf of the Society.

Dual Signatures required

  1. All cheques of the Society shall require two (2) signatures.

 

Part 16 – Auditor

Auditor is optional

  1. This Part applies only where the Society is required or has resolved to have an auditor.

Appointment

  1. The first auditor shall be appointed by the Board which shall also fill any vacancy occurring in the office of auditor.

Appointment

  1. At each annual general meeting, the Society shall appoint an auditor to hold office until he or she is reappointed or his or her successor is appointed at the next following annual general meeting in accordance with the procedures set out in the Societies Act.

Removal

  1. An auditor may be removed by ordinary resolution in accordance with the procedures set out in the Societies Act.

Notice of Appointment

  1. An auditor shall be promptly informed in writing of appointment or removal.

Prohibition

  1. No director, member or employee of the Society shall be auditor.

Meetings

  1. The auditor, if any, may attend general meetings.

 

Part 17 – PASTORS AND Employees

Pastor

  1. The members shall select and appoint one or more pastor(s) of the Society. There shall be a minimum vote of 75% of the members present at a special meeting called for that purpose in favour of calling any particular candidate before a pastoral call is extended.

Role

  1. The role of a pastor is to cast the vision of where God is leading the church as a New Testament Church, to preach and teach the word of God, to give oversight to the church, to oversee the church staff, to be an example of the believer, and to function particularly in the areas of that person’s unique gifts and calling.

Responsibilities

  1. The pastor(s) shall give leadership and oversight to the ministries of the church, leading the church in its ministry of proclaiming God’s Word to believers to foster their spiritual growth, and to unbelievers to win them to faith in Jesus Christ, leading the church in a caring ministry to church members and other persons in the community for the meeting of personal needs, giving direction to the administration of the ordinances of Baptism and the Lord’s Supper, and guiding the church to be a loving fellowship united and a growing commitment to the New Testament objectives for the church. The pastor shall share responsibility with other members of the Board in motivating, equipping and overseeing the church membership in the performance of its ministry.

Qualifications

  1. Each pastor shall be a minister of the Gospel, in full agreement with the Statement of Faith as adopted by the church. A pastor shall be called for an indefinite period of time unless otherwise agreed upon at the time of the call. In calling a pastor the church shall consider only one candidate at a time.

Employees

  1. The Board, or an authorized individual or committee constituted for this purpose, may select and employ employees and other staff for a fixed or indefinite term, and set the terms of their duties, responsibilities and employment.

Ministry Leaders

  1. The Board, or an authorized individual or committee constituted for this purpose, may select ministry leaders to lead various organizations and carry out various functions in the church.

Declaration of Faith

  1. All employees and ministry leaders of the Society must subscribe to the Statement of Faith of the Society and shall conduct themselves in the workplace and in their personal lives according to the Statement of Faith and the purposes of the Society as set out in the constitution and bylaws.

Part 18 – Indemnities

General indemnity

  1. Subject to the provisions of the Societies Act, every member of the Board or office who has properly undertaken or is about to undertake any liability on behalf of the Society or any society controlled by it and their heirs, executors, administrators or personal representatives respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Society, from and against:
  2. all costs, charges, and expenses whatsoever which such member of the Board or officer actually and reasonably sustains or incurs in or about any action, suit or proceeding which is brought, commenced, or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done, or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and
  3. all other costs, charges, and expenses which he actually and reasonably sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by his own willful neglect or default             provided that:
    1. the member of the Board or officer acted honestly and in good faith with a view to the best interests of the Society; and
    1. in the case of criminal or administrative proceedings, the member of the Board or officer had reasonable grounds for believing that their conduct was lawful.

Directors and officers insurance

  1. The Society may purchase and maintain insurance for the benefit of any or all directors or officers against personal liability incurred by any such person as a director or officer if so requested to do so.

 

Part 19 – Dispute Resolution

Biblical requirement of dispute resolution

  1. The Society accepts the Holy Bible as the inspired Word of God and believes that God desires that the Society and the members and directors of the Society resolve all disputes and that they be reconciled in their relationship in accordance with the principles stated in 1 Corinthians 6:1-8, Matthew 5:23-24, Matthew 18:15-20 and other pertinent portions of the Holy Bible.

Dispute resolution

  1. Should the Society and a member or director of the Society not be able to resolve a claim or controversy arising out of these bylaws, or in respect of any legal relationship associated with it or from it, through consultation and negotiation in the spirit of mutual friendship and cooperation, any party may initiate mediated negotiation with an Association representative. All disputes remaining unsettled after mediation shall be referred to and finally resolved by arbitration in accordance with the Arbitration Act, RSBC 1995, c 55.

Location

  1. The place of mediation and arbitration shall be mutually agreed by the Society and the member or director. In the absence of agreement regarding the place of mediation and arbitration, the place of mediation and arbitration shall be Salmon Arm, British Columbia. All parties shall share the fee of the mediator and arbitrator equally.

Option for injunction

  1. The Society and the members and directors of the Society shall use their best efforts to conduct any dispute resolution procedures herein as efficiently and cost-effectively as possible. Notwithstanding this provision, the Society may obtain a temporary injunction to enforce or preserve its rights or restrain any further violation or threatened violation of any restrictions or agreements contained herein for which monetary damages are not an adequate remedy until such rights can be pursued through arbitration.

Dated effective the ** day of **, 2018

Schedule A

Statement of Faith

THE SCRIPTURES

The Holy Bible was written by men divinely inspired and is the record of God’s revelation of Himself to man. It is a perfect treasure of divine instruction. It has God for its author salvation for its end and truth without any mixture of error for its matter. It reveals the principles by which God judges us; and therefore is and will remain to the end of the world the true centre of Christian union and the supreme standard by which all human conduct creeds and religious opinions should be tried. The criterion by which the Bible is to be interpreted is Jesus Christ.

GOD

There is one and only one living and true God. He is an intelligent spiritual and personal Being the Creator Redeemer Preserver and Ruler of the universe. God is infinite in holiness and all other perfections. To Him we owe the highest love reverence and obedience. The eternal God reveals Himself to us as Father Son and Holy Spirit with distinct personal attributes but without division of nature essence or being.

GOD THE FATHER              God as Father reigns with providential care over His universe His creatures and the flow of the stream of human history according to the purposes of His grace. He is all powerful all loving and all wise. God is Father in truth to those who become children of God through faith in Jesus Christ. He is fatherly in His attitude toward all men.

GOD THE SON                    Christ is the eternal Son of God. In His incarnation as Jesus Christ he was conceived of the Holy Spirit and born of the Virgin Mary. Jesus perfectly revealed and did the will of God taking upon Himself the demands and necessities of human nature and identifying Himself completely with mankind yet without sin. He honored the divine law by His personal obedience and in His death on the cross He made provision for the redemption of men from sin. He was raised from the dead with a glorified body and appeared to His disciples as the person who was with them before His crucifixion. He ascended into heaven and is now exalted at the right hand of God where He is the One Mediator partaking of the nature of God and of man.

GOD THE HOLY SPIRIT     The Holy Spirit is the Spirit of God. He inspired holy men of old to write the Scriptures. Through illumination He enables men to understand truth. He exalts Christ. He convicts of sin of righteousness and of judgment. He calls men to the Saviour and effects regeneration. He cultivates Christian character comforts believers and bestows the spiritual gifts by which they serve God through His church. He seals the believer unto the day of final redemption. His presence in the Christian is the assurance of God to bring the believer into the fullness of the stature of Christ. He enlightens and empowers the believer and the church in worship evangelism and service.

MAN

Man was created by the special act of God in His own image and is the crowning work of His creation. In the beginning man was innocent of sin and was endowed by his Creator with freedom of choice. By his free choice man sinned against God and brought sin into the human race. Through the temptation of Satan man transgressed the command of God and fell from his original innocence; whereby his posterity inherit a nature and an environment inclined toward sin and as soon as they are capable of moral action become transgressors and are under condemnation. Only the grace of God can bring man into His holy fellowship and enable man to fulfill the creative purpose of God. The sacredness of human personality is evident in  that God created man in His own image and in that Christ died for man; therefore every man possesses dignity and is worthy of respect and Christian love.

SALVATION

Salvation involves the redemption of the whole man and is offered freely to all who accept Jesus Christ as Lord and Saviour who by His own blood obtained eternal redemption for the believer. In its broadest sense salvation includes regeneration, sanctification and glorification. Regeneration or the new birth is a work of God’s grace whereby believers become new creatures in Christ Jesus. It is a change of heart wrought by the Holy Spirit through conviction of sin to which the sinner responds in repentance toward God and faith in the Lord Jesus Christ. Repentance and faith are inseparable experiences of grace. Repentance is a genuine turning from sin toward God. Faith is the acceptance of Jesus Christ and commitment of the entire personality to Him as Lord and Saviour. Justification is God’s gracious and full acquittal upon principles of His righteousness of all sinners who repent and believe in Christ. Justification brings the believer into a relationship of peace and favour with God. Sanctification is the experience beginning in regeneration by which the believer is set apart to God’s purposes and is enabled to progress toward moral and spiritual perfection through the presence and power of the Holy Spirit dwelling in him. Growth in grace should continue throughout the regenerate person’s life. Glorification is the culmination of salvation and is the final blessed and abiding state of the redeemed.

GOD’S PURPOSE OF GRACE

Election is the gracious purpose of God according to which He regenerates sanctifies and glorifies sinners. It is consistent with the free agency of man and comprehends all the means in connection with the end. It is a glorious display of God’s sovereign goodness and is infinitely wise holy and unchangeable. It excludes boasting and promotes humility. All true believers endure to the end. Those whom God has accepted in Christ and sanctified by His Spirit will never fall away from the state of grace but shall persevere to the end. Believers may fall into sin through neglect and temptation whereby they grieve the Spirit impair their graces and comforts bring reproach on the cause of Christ and temporal judgments on themselves yet they shall be kept by the power of God through faith unto salvation.

THE CHURCH

A New Testament church of the Lord Jesus Christ is a local body of baptized believers who are associated by covenant in the faith and fellowship of the gospel observing the two ordinances of Christ committed to His teachings exercising the gifts rights and privileges invested in them by His Word and seeking to extend the gospel to the ends of the Earth. This church is an autonomous body operating through democratic processes under the Lordship of Jesus Christ. In such a congregation members are equally responsible. Its Scriptural officers are pastors and deacons. The New Testament speaks also of the church as the body of Christ, which includes all of the redeemed of all the ages.

BAPTISM AND THE LORD’S SUPPER

Christian baptism is the immersion of a believer in water in the name of the Father the Son and the Holy Spirit. It is an act of obedience symbolizing the believer’s faith in a crucified buried and risen Saviour the believer’s death to sin the burial of the old life and the resurrection to walk in newness of life in Christ Jesus. It is testimony to his faith in the final resurrection of the dead. Being a church ordinance it is prerequisite to the privileges of church membership except for cases of unusual medical circumstances accepted by the Board of Deacons on a base by case basis. The Lord’s Supper is a symbolic act of obedience whereby members of the church through partaking of the bread and the fruit of the vine memorialize the death of the Redeemer and anticipate His second coming. Partaking of the Lord’s Supper is open to all members and visitors who have made a profession of faith in Jesus Christ as Saviour.

THE KINGDOM

The Kingdom of God includes both His general sovereignty over the universe and His particular kingship over men who willfully acknowledge Him as King. Particularly the Kingdom is the realm of salvation into which men enter by trustful childlike commitment to Jesus Christ. Christians ought to pray and to labour that the Kingdom may come and God’s will be done on earth. The full consummation of the Kingdom awaits the return of Jesus Christ and the end of this age.

LAST THINGS

God in His own time and in His own way will bring the world to its appropriate end. According to His promise Jesus Christ will return personally and visibly in glory to the earth; the dead will be raised; and Christ will judge all men in righteousness. The unrighteous will be consigned to Hell the place of everlasting punishment. The righteous in their resurrection and glorified bodies will receive their reward and will dwell forever in Heaven with the Lord.

EVANGELISM AND MISSION

It is the duty and privilege of every follower of Christ and of every church of the Lord Jesus Christ to endeavour to make disciples of all nations. The new birth of man’s spirit by God’s Holy Spirit means the birth of love for others. Missionary effort on the part of all rests thus upon a spiritual necessity of the regenerate life and is expressly and repeatedly commanded in the teachings of Christ. It is the duty of every child of God to seek constantly to win the lost to Christ by personal effort and by all other methods in harmony with the gospel of Christ.

STEWARDSHIP

God is the source of all blessings temporal and spiritual; all that we have and are we owe to Him. Christians have a spiritual debtorship to the whole world a holy trusteeship in the gospel and a binding stewardship in their possessions. They are therefore under obligation to serve Him with their time talents and material possessions; and should recognize all these as entrusted to them to use for the glory of God and for helping others. According to the Scriptures Christians should contribute of their means cheerfully regularly systematically proportionately and liberally for the advancement of the Redeemer’s cause on earth.

COOPERATION

Christ’s people should as occasion requires organize such associations and conventions as may best secure cooperation for the great objects of the Kingdom of God. Such organizations have no authority over one another or over the churches. They are voluntary and advisory bodies designed to elicit combine and direct the energies of our people in the most effective manner. Members of New Testament churches should cooperate with one another in carrying forward the missionary educational and benevolent ministries for the extension of Christ’s Kingdom. Christian unity in the New Testament sense is spiritual harmony and voluntary cooperation for common ends by various groups of Christ’s people. Cooperation is desirable between the various Christian denominations when the end to be attained is itself justified and when such cooperation involves no violation of conscience or compromise of loyalty to Christ and His Word as revealed in the New Testament.

THE CHRISTIAN AND THE SOCIAL ORDER

Every Christian is under obligation to seek to make the will of Christ supreme in his own life and in human society. Means and methods used for the improvement of society and the establishment of righteousness among men can be truly and permanently helpful only when they are rooted in the regeneration of the individual by the saving grace of God in Christ Jesus. The Christian should oppose in the spirit of Christ every form of greed selfishness and vice. He should work to provide for the orphaned the needy the aged the helpless and the sick. Every Christian should seek to bring industry government and society as a whole under the sway of the principles of righteousness truth and brotherly love. In order to promote these ends Christians should be ready to work with all men of good will in any good cause always being careful to act in the spirit of love without compromising their loyalty to Christ and His truth.

PEACE AND WAR

It is the duty of Christians to seek peace with all men on principles of righteousness. In accordance with the spirit and teachings of Christ they should do all in their power to put an end to war. The true remedy for the war spirit is the gospel of our Lord. The supreme need of the world is the acceptance of His teachings in all the affairs of men and nations and the practical application of His law of love.

RELIGIOUS  LIBERTY

God alone is Lord of the conscience and He has left it free from the doctrines and commandments of men, which are contrary to His Word or not contained in it. Church and state should be separate. The state owes to every church protection and full freedom in the pursuit of its spiritual ends. In providing for such freedom no ecclesiastical group or denomination should be favored by the state more than others. Civil government being ordained of God it is the duty of Christians to render loyal obedience thereto in all things not contrary to the revealed will of God. The church should not resort to the civil power to carry on its work. The gospel of Christ contemplates spiritual means alone for the pursuit of its ends. The state has no right to impose penalties for religious opinions of any kind. The state has no right to impose taxes for the support of any form of religion. A free church in a free state is the Christian ideal and this implies the right of free and unhindered access to God on the part of all men and the right to form and propagate opinions in the sphere of religion without interference by the civil power.

Schedule B

Church Covenant

Having been led, as we believe, by the Spirit of God to receive the Lord Jesus Christ as our Savior and, on the profession of our faith, having been baptized in the name of the Father, and of the Son, and of the Holy Spirit, we do now, in the presence of God and this assembly, most solemnly and joyfully enter into covenant with one another as one body in Christ.

We engage, therefore, by the aid of the Holy Spirit, to walk together in Christian love; to strive for the advancement of this church in knowledge, holiness, and comfort; to promote its prosperity and spirituality; and to sustain its worship, ordinances, discipline, and doctrines; to contribute cheerfully and regularly to the support of the ministry, the expenses of the church, the relief of the poor, and the spread of the Gospel throughout all nations.

We also engage to maintain family and private devotions; to religiously educate our children; to seek the salvation of our kindred and acquaintances; to walk circumspectly in the world; to be just in our dealings, faithful in our engagements, and exemplary in our deportment; to be zealous in our efforts to advance the kingdom of our Savior.

We further engage to watch over one another in brotherly love; to remember one another in prayer; to aid one another in sickness and distress; to cultivate Christian sympathy in feeling and Christian courtesy in speech; to be slow to take offense, but always ready for reconciliation and mindful of the rules of our Savior to secure such reconciliation without delay. We moreover engage that when we remove from this place we will, as soon as possible, unite with some other church of same faith, where we can carry out the spirit of this covenant and the principles of God’s Word.