PORTICO Bylaw

PORTICO Community Church Bylaw

1 8 1 4 B a r b e r t o w n R o a d , M i s s i s s a u g a , O n t a r i o L 5 M 2 M 5

PORTICO COMMUNITY CHURCH GENERAL OPERATING BY-LAW NUMBER 5

Table of Contents I DEFINITIONS, INTERPRETATION AND PURPOSE ...................................................................................... 1 1. DEFINITIONS ...................................................................................................................................... 1 2. LETTERS PATENT, INTERPRETATION AND HEADINGS ........................................................................ 3 II

MEMBERSHIP ......................................................................................................................................... 3 3. DEFINITION OF MEMBERSHIP .............................................................................................................. 3 4. QUALIFICATION FOR MEMBERSHIP ................................................................................................... 4 5. ADMISSION TO MEMBERSHIP .............................................................................................................. 4 6. PRIVILEGES, RIGHTS AND DUTIES OF MEMBERSHIP .............................................................................. 5 7. WITHDRAWAL AND REMOVAL .......................................................................................................... 5 8. RECORD OF MEMBERS ........................................................................................................................ 6 9. RESOLUTION OF DISPUTES AMONG MEMBERS .................................................................................... 6 10. CIRCUMSTANCES GIVING CAUSE FOR DISCIPLINE ............................................................................... 7 11. RESOLUTION THROUGH DISCIPLINE ................................................................................................... 7 12. PROCEDURE FOR DISCIPLINE ............................................................................................................. 7 13. WAIVER AND MEDIATION ............................................................................................................. 10 14. MEETINGS OF THE MEMBERS .......................................................................................................... 10

III

BOARD OF ELDERS .............................................................................................................................. 13

15. DEFINITION OF BOARD OF ELDERS ................................................................................................ 13 16. QUALIFICATION FOR BOARD OF ELDERS ....................................................................................... 13 17. SELECTION OF BOARD OF ELDERS ................................................................................................. 14 18. TERM OF OFFICE OF BOARD OF ELDERS ........................................................................................... 15 19. AUTHORITY OF BOARD OF ELDERS ................................................................................................ 15 20. RESIGNATION FROM BOARD OF ELDERS ....................................................................................... 17 21. VACANCY ON BOARD OF ELDERS .................................................................................................. 17 22. MEETINGS OF THE BOARD OF ELDERS .......................................................................................... 18 IV NOMINATING COMMITTEE .................................................................................................................... 19 23. DEFINITION AND DUTIES OF NOMINATING COMMITTEE .................................................................. 19 24. QUALIFICATION FOR MEMBERSHIP ON NOMINATING COMMITTEE ............................................ 19 25. APPOINTMENT AND TERM OF NOMINATING COMMITTEE ............................................................... 19 26. CHAIRPERSON OF NOMINATING COMMITTEE .................................................................................. 20 27. MEETINGS OF NOMINATING COMMITTEE ....................................................................................... 20 28. PROCEDURE FOR MEETINGS OF NOMINATING COMMITTEE ............................................................ 20 COMMITTEE .................................................................. 20 29. REMOVAL OF MEMBERS OF NOMINATING 30. CONFLICT OF INTEREST ................................................................................................................... 20

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V AUDIT COMMITTEE .................................................................................................................................. 20 31. DEFINITION AND DUTIES OF AUDIT COMMITTEE .............................................................................. 20 VI BOARD COMMITTEES .............................................................................................................................. 21 32. DEFINITION OF COMMITTEES .......................................................................................................... 21 VII PASTORS AND GENERAL STAFF .............................................................................................................. 22 33. DEFINITION AND DUTIES OF THE SENIOR PASTOR ............................................................................ 22 34. THE CALLING OF THE SENIOR PASTOR .......................................................................................... 23 35. RESIGNATION OF THE SENIOR PASTOR ............................................................................................ 23 36. REMOVAL OF THE SENIOR PASTOR ............................................................................................... 23 37. DEFINITION AND DUTIES OF ASSISTANT PASTORS ........................................................................ 24 38. TERMS OF EMPLOYMENT OF STAFF MEMBERS ................................................................................ 24 VIII OFFICERS ............................................................................................................................................... 25 39. NAMES OF OFFICERS ....................................................................................................................... 25 IX PROTECTION OF INDEMNITY ................................................................................................................... 28 40. PROTECTION AND INDEMNITY TO ELDERS, PASTORS, AND OFFICERS .......................................... 28 X AFFILIATION ............................................................................................................................................. 29 41. CHURCH AFFILIATION .................................................................................................................... 29 XI POSITION STATEMENTS ...................................................................................................................... 29 42. POSITION STATEMENTS FOR THE CHURCH ....................................................................................... 29 XII GENERAL PROVISIONS ............................................................................................................................ 29 43. CORPORATE SEAL .......................................................................................................................... 29 44. EXECUTION OF DOCUMENTS AND CHEQUES .................................................................................... 29 45. FINANCIAL YEAR END .................................................................................................................... 30 46. HEAD OFFICE ................................................................................................................................... 30 47. BOOKS ANDRECORDS .................................................................................................................... 30 48. FINANCIAL STATEMENTS ............................................................................................................... 30 49. AMENDMENTS ............................................................................................................................... 30

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GENERAL OPERATING BY-LAW NUMBER 5 A By-Law repealing By-Law Number 4 and replacing it with this By-Law Number 5, a ByLaw relating generally to the transaction of the affairs of PORTICO COMMUNITY CHURCH (a Federal Corporation) BE IT ENACTED as a By-Law of PORTICO COMMUNITY CHURCH (hereinafter referred to as the “Church”) as follows:

I

DEFINITIONS, INTERPRETATION AND PURPOSE

1. DEFINITIONS 1.01 In this By-Law and all other By-laws and Resolutions of the Church unless the context otherwise requires, the following definitions shall apply: (1)

“Act” means the Canada Not-For-Profit Corporations Act (NFP Act) S.C. 2009, c. 23 as amended from time to time and any statute enacted in substitution hereof, and in the case of such substitution, any references in the By-law of the Corporation to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute or statutes;

(2)

“Articles” means the Articles of Continuance continuing the Corporation incorporated under the Canada Corporations Act, R.S.C. 1970, c.C32 under the Act as amended or supplemental from time to time by Articles of Amendment, including the purpose and power clauses and any special provisions;

(3)

“Assistant Pastor” means any pastor of the Church other than the Senior Pastor;

(4)

“Auditor” means a Public Accountant who meets the qualifications set out in Section 180 of the Act and who has been appointed by the Membership to audit the financial statements of the Church in accordance with the Act and this General Operating By-law;

(5)

“Board” or “Board of Elders” means the Board of Elders of the Church, which shall be deemed to be the Board of Directors of the Corporation pursuant to the Act;

(6)

“Board Policy Manual” contains all the policies adopted by the Board of Elders of the Church for Senior Pastor Limitations, Board-Senior Pastor Delegation, Board Duties and Standards of Behaviour, and Church Ends.

(7)

“By-law” means any By-law of the Corporation from time to time in force and effect, including the General Operating By-law;

(8)

“Church” means the legal entity incorporated as a Corporation without share capital under the Act by Letters Patent dated the 9th day of September 2003, and named PORTICO COMMUNITY CHURCH,

PORTICO COMMUNITY CHURCH GENERAL OPERATING BY-LAW NUMBER 5

through which it’s Members and adherents may fellowship together as a New Testament church; (9)

“Church Constitution” or “Constitution” means the Letters Patent (including the Objects and Statement of Fundamental and Essential Truths, being Article V of The General Constitution and By-Laws of The Pentecostal Assemblies of Canada, as adopted and amended from time to time by the General Conference of The Pentecostal Assemblies of Canada), General Operating By-law and any Position Statements adopted by the Church from time to time;

(10)

“Corporation” means the Church as defined herein;

(11)

“Discipline” means seeking to reconcile individuals to one another through mutual forgiveness and restoring offenders to fellowship with God and the Church;

(12)

“Documents” includes deeds, mortgages, hypothecates, charges, conveyances, transfers and assignments of property, real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfer and assignments of shares, bonds, debentures or other securities and all paper writing;

(13)

“Elder” means a member of the Board of Elders who shall be deemed to be a Director pursuant to the Act.

(14)

“Fiscal Year” means the fiscal year for the Church as determined by the Board from time to time and approved by Canada Revenue Agency;

(15)

“General Operating By-law” means this By-law and any other By- laws of the Church intended to amend or replace the General Operating By-law herein;

(16)

“Meeting of Members” means any annual or special Meeting of Members;

(17)

“Member” means a member of the Church who has the privileges, rights and duties described in Section 6.02;

(18)

“Members” or “Membership” means the collective Membership of the Church;

(19)

“Officer” means an officer of the Church as described in Section 39;

(20)

“Objects” means the charitable Objects of the Corporation as contained in the Letters Patent and continued unchanged in the Articles of Continuance;

(21)

“Pastor” means either the Senior Pastor or an Assistant Pastor;

(22)

“Pastors” means the Senior Pastor and the Assistant Pastors in the collective sense;

(23)

“Person” means an individual person, either male or female, but does not include corporations, partnerships, trusts, or unincorporated organizations;

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(24)

“Position Statements” mean the Faith and Practice Position Statements adopted as part of the Church Constitution from time to time concerning practical applications of biblical principles and Christian conduct;

(25)

“Resolution” means a Resolution passed by either the Board of Elders or Members by a simple majority vote, unless the Act or this By-law otherwise requires;

(26)

“Senior Pastor” means the Senior Pastor of the Church; and

(27)

“Statement of Faith” means the Statement of Fundamental and Essential Truths, being Article V of The General Constitution and By-Laws of The Pentecostal Assemblies of Canada, as adopted and amended from time to time by the General Conference of The Pentecostal Assemblies of Canada.

2. LETTERS PATENT, INTERPRETATION AND HEADINGS 2.01 Articles – This General Operating By-law and any other By-laws of the Corporation shall be strictly interpreted at all times in accordance with and subject to the Objects and Statement of Faith contained in the Articles of Continuance of the Corporation, which for purposes of this General Operating By-law are incorporated by reference and made a part hereof. If any of the provisions contained in this General Operating By-law are inconsistent with those contained in the Articles of Continuance or the Act, the provisions contained in the Articles of Continuance or the Act, as the case may be, shall prevail.

2.02 Interpretation – In this General Operating By-law and all other By-laws and Resolutions of the Church, unless the context otherwise requires, the following interpretations shall apply; (1)

words importing the singular number include the plural and vice versa;

(2)

words importing the masculine gender include the feminine gender unless this by-law otherwise specifically provides; and

(3)

words importing or referring to Person or Persons shall include individual persons only and shall specifically exclude corporations, partnerships, trusts and unincorporated organizations.

2.03 Headings – Headings used in this General Operating By-law are for convenience of reference only and shall not affect the construction or interpretation thereof.

II

MEMBERSHIP

3. DEFINITION OF MEMBERSHIP 3.01

Membership in the Church shall consist of those Persons who; (1)

profess faith in Jesus Christ as their Saviour and Lord,

(2)

have been baptized by immersion,

(3)

have evidenced agreement with the Statement of Faith in writing,

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(4)

have committed themselves in writing to live in obedience to Scripture and are willing to be subject to the authority of the Church as expressed in the Church Constitution, and

(5)

have been admitted into Membership in accordance with the Church Constitution.

4. QUALIFICATION FOR MEMBERSHIP 4.01 A Person, 18 years of age or older, shall qualify to be a Member of the Church if in the unanimous opinion of the Board of Elders, such Person meets all of the following conditions: (1)

the Person fulfills the definition of Membership as set out in Section 3.01 herein;

(2)

the Person, if a Member, would not be under the Discipline of the Church as set out in Section 10.01 if that person were already a Member; and

(3)

the Person has completed the procedure for admission into Membership set out in Section 5.01 to 5.06.

5. ADMISSION TO MEMBERSHIP 5.01 Application for Membership in the Church may be initiated by written request to the Board of Elders.

5.02 The Board of Elders shall make available to the applicant a complete copy of the Church Constitution and a copy of the Elder-approved membership covenant.

5.03 Provided the applicant agrees to abide by and be subject to the Church Constitution and demonstrates an understanding of the fundamental tenets of the Christian faith, the applicant shall be required to sign a written application for Membership and the Elder-approved membership covenant, including a declaration of his or her profession of faith in Jesus Christ as Saviour and Lord and a commitment to adhere to and be subject to the authority of the Church as expressed in the Church Constitution.

5.04 Once the Board of Elders is satisfied that the applicant has fulfilled the qualifications of Membership set out in Section 4.01 above, the application and declaration set out in Section 5.03 shall be forwarded for consideration to the Board of Elders. Upon receipt of such application, the Board of Elders may appoint two (2) of its Members to interview the applicant to independently satisfy the Board of Elders that such Person has fulfilled all of the qualifications for Membership in the Church.

5.05 In the event that the Board of Elders is not satisfied that the applicant fully understands the fundamental tenets of the Christian faith and the Elder-approved membership covenant, the Board of Elders may require that such applicant attends a

preparatory course or courses in such matters before proceeding further with the application for Membership.

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5.06 Once the Board of Elders is satisfied by Resolution that the applicant fulfills all the qualifications for Membership in the Church as set out in Section 4.01 herein, the Board of Elders shall present such Person to the membership.

6. PRIVILEGES, RIGHTS AND DUTIES OF MEMBERSHIP 6.01 Every Member of the Church shall be recorded and classified in the Register of Members.

6.02

6.03

A Member shall have the following privileges, rights and duties: (1)

the privilege to attend all public worship services of the Church subject to Section 12.16 herein;

(2)

the privilege to participate in the ordinances administered by the Church;

(3)

the duty to minister to one another’s spiritual needs as part of the Body of Christ;

(4)

the duty to participate in Church activities and ministries;

(5)

the right to serve in positions of Church leadership, including the office of Elder and Ministry Staff, provided all criteria for each office and position are met;

(6)

the duty to financially support the work of the Church;

(7)

the duty to respect and submit to the spiritual authority and procedures of the Church as expressed in the Church Constitution;

(8)

the duty to attend and the right to speak and participate at all Meetings of Members;

(9)

the right to nominate other Members to be an Elder of the Church.

(10)

the duty to confirm the Member’s continued status as a Member at least every three (3) years; and

(11)

the right to a single vote in person at any Meeting of Members.

Church Membership is not transferable.

7. WITHDRAWAL AND REMOVAL 7.01 Provided that a Member is not under the Discipline of the Church as defined herein, such Member may withdraw at any time as a Member of the Church. In the event that such Member is withdrawing in order to attend another church, such Member may request in writing the Board of Elders to provide a letter of affirmation addressed to the church to which the Member is relocating. The Board of Elders shall thereafter instruct the Secretary to remove the name of such Member from the Register of Members.

7.02 In the event that a Member is absent from the Church for a period of six (6) consecutive months, the Board of Elders may pass a Resolution declaring such Member to be suspended and shall limit their privileges, rights and duties in such Resolution as

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the Board sees fit in its sole discretion. The Board of Elders shall thereafter instruct the Secretary to classify the Member as “suspended” on the Register of Members.

7.03 In the event that the Board of Elders passes a Resolution placing a Member under the Discipline of the Church, such Resolution shall declare such Member to be suspended during the period of the Discipline and shall limit such Member’s privileges, rights and duties in such Resolution as the Board sees fit in its sole discretion. The Board of Elders shall thereafter instruct the Secretary to classify the Member on the Register of Members.

7.04 A suspended Member, save and except a Member who is under the Discipline of the Church, may at any time request the Board of Elders to reinstate such suspended Member as a Member by delivering a written request to the Board of Elders, in which event, the Board of Elders shall, in its sole discretion, determine whether to grant such request.

7.05 In the event that a Member has been suspended for a period of six (6) months, then the Board of Elders shall pass a Resolution terminating the Membership of such Member. The Board of Elders shall thereafter instruct the Secretary to send written notice of the termination of such Person’s Membership by registered and regular mail to such Member at his or her last known address. The Membership of such Member shall be deemed to have ceased on the date of such Resolution.

8. RECORD OF MEMBERS 8.01 The Secretary shall keep or cause to be kept a Register of Members of the Church.

9. RESOLUTION OF DISPUTES AMONG MEMBERS 9.01 Disputes amongst Members should, as much as possible, be resolved in accordance with principles set out in Matthew 18:15-20, Luke 17:3, Galatians 6:1, and 1 Corinthians 5:1-5. Without limiting the generality of the said passages of scripture, the following procedure should, as much as possible, be adopted where a dispute occurs amongst Members:

(1)

a Member who believes that he has been wronged by another Member for whatever reason shall approach such Member with an explanation of the wrong which is alleged to have occurred;

(2)

if the Member so approached does not listen to the Member who has approached him or her, or if the matter is not resolved, then the Member who is alleged to have been wronged shall approach the Member who is alleged to have caused the wrong in the presence of one or two other Members;

(3)

if the Member who is alleged to have done the wrong still does not listen

or if the dispute is not resolved, then the Member who is alleged to have

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been wronged shall bring the matter to the attention of an Elder or a Pastor; and (4)

10.

the Elder, together with another Elder or Pastor, shall then meet with both Members in an attempt to resolve the dispute, failing which the matter shall be referred to the Board of Elders to determine an appropriate course of action which may include mediation or Discipline as set out in Section 12.01 to 12.17 herein.

CIRCUMSTANCES GIVING CAUSE FOR DISCIPLINE

10.01 A Member shall be deemed to be under the Discipline of the Church if the Board of Elders determines by Resolution that any of the following circumstances have occurred:

11.

(1)

any moral failure involving sexual misconduct or sexual deviation, including, but not limited to, adultery, homosexuality, incest, sexual assault, pornography, and improper sexual contact.

(2)

any moral or ethical failure other than sexual misconduct or any conduct unbecoming of a Christian and contrary to biblical principles as determined by the Board of Elders, including, but not limited to deception, fraud, theft, assault and verbal abuse.

(3)

any conduct of a Member that evidences an unwillingness to either comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution herein;

(4)

the propagation of doctrines and practices contrary to those set forth in the Church Constitution or the general teachings of the Church;

(5)

any act or action of a Member which is the cause of serious discord or dissension in the Church, with or without malicious intent, that is not repented of, nor has been resolved through the mechanism for dispute resolution set out in Section 9.01 above.

RESOLUTION THROUGH DISCIPLINE

11.01 Christ’s exhortation to watch over one another and to bear one another’s burdens in the spirit of meekness and love shall be foremost in the minds of the Board of Elders in fulfilling its responsibility for the Discipline of Members. The primary aim of Discipline shall be the restoration of the offender to fellowship with God and with the Church. The Church has not only the right but also the duty to practice such Discipline in a Christian manner. In administering Discipline, care shall be taken that the Members of the Church carry a worthy witness of their faith before the world both for the sake of the spiritual life of each Member and for the testimony of the Church.

12.

PROCEDURE FOR DISCIPLINE

12.01 No allegation giving rise to disciplinary action against a Member pursuant to Section 10.01 above shall be considered by the Church unless such allegation is first set

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out in a signed written statement given to the Board of Elders setting out the nature of the allegation and an explanation of the basis upon which it is made.

12.02 If the Board of Elders determines on a preliminary basis that the written allegation is invalid, then the allegation shall be dropped and no further disciplinary action against the Member shall proceed.

12.03 If the Board of Elders determines on a preliminary basis that the written allegation requires further investigation, then the Board of Elders shall initiate a hearing in accordance with the provisions of Section 12.04 to and including Section 12.10 and during the hearing and Discipline period, the Member shall not be entitled to withdraw as a Member without the consent of the Board of Elders. In circumstances where the Board of Elders considers it appropriate to do so, it may, during the investigation period and the period prior to the hearing, remove a Member and/or a volunteer from any volunteer activities in which such Member and/or volunteer may be involved and such removal shall be without prejudice to the Member and/or volunteer so removed.

12.04 The Board of Elders shall then convene a hearing to consider the allegation. The Member shall be given fourteen (14) days written notice by registered and regular mail at his or her last known address (which period of time shall include the date of mailing but shall exclude the date of the hearing), of the date, time and place at which the hearing will be held. The notice shall briefly explain the nature of the allegation and advise the Member that the Board of Elders at the hearing will consider the allegation.

The Member shall be entitled to attend the hearing to listen to the details of the allegation made and to respond thereto.

12.05 The Board of Elders shall conduct the hearing as a board of inquiry and an Elder shall be appointed by the Board of Elders to act as the Chairperson of the hearing. The Chairperson shall have responsibility for carriage of the hearing and the Board of Elders shall make the determination concerning whether a Member is to be disciplined at the end of the hearing and, if so, what discipline is to be imposed. The Chairperson shall be responsible to ensure that due process and procedural fairness as provided for in this General Operating By-law is complied with in relation to all aspects of the hearing and that any recommendations of discipline by the Board of Elders is duly and fairly implemented.

12.06 The hearing shall not be open to the public nor to the Members of the Church.

The Member shall be entitled to be accompanied at the hearing by two (2) Members who may act as observers during the hearing but who shall not be entitled to participate thereat.

12.07 Both the Member and the Board of Elders may call any witnesses or evidence that is relevant to the allegation being made. Legal counsel shall represent no party to the hearing. However, either the Member or the Board of Elders may require that the Church, at the expense of the Church, retain a lawyer or other person with experience in the law of evidence to act as an adjudicator to determine the admissibility of evidence before the hearing.

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12.08 There shall be an equal allocation of time for the presentation of evidence by both the Board of Elders and the Member. The Chairperson may designate a time limitation on the hearing, provided that such limitation is applied equally to the presentation of evidence by both the Board of Elders and the Member and provided further that notice of such limitation of time is first given to the Member at least three (3) hours before the hearing is required to end.

12.09 All evidence presented before the hearing shall be kept confidential, except such summary facts that the Board of Elders determines needs to be given to the Membership of the Church.

12.10 At the end of the hearing, the Board of Elders shall convene in private to deliberate on the evidence presented. A two-thirds (2/3) majority vote by the Elders present shall be required to conclude that the allegation is true; failing which the allegation will be deemed not to be proven, with the result that the Member shall no longer be subject to disciplinary proceedings by the Church and shall be reinstated as a Member in good standing.

12.11 In the event that the Board of Elders determines that the allegation is true, the Board of Elders shall decide the appropriate disciplinary action to be implemented, which decision shall be determined by a two-thirds (2/3) majority vote of the Elders of the Board of Elders then present. Disciplinary action shall be determined and implemented with the intent of both protecting the integrity of the ministry of the Church and restoring the Member into fellowship pursuant to Luke 17:3 and Galatians 6:1.

12.12 Termination of Membership as a disciplinary action shall be deemed appropriate only where no other alternative, acceptable to the Board of Elders, is available.

12.13 The Board of Elders may implement such disciplinary action that it deems appropriate by a two-thirds (2/3) majority vote of Elders then present, including, but not limited to, the removal of the Member from a ministry position within the Church, the prohibition of the offending conduct or behavior, the requirement that an apology be given, or the requirement that the Member evidence an attitude of submission to the authority of the Church or a spirit of contrition. The decision of the Board of Elders for disciplinary action shall be communicated to the Member in writing together with reasons therefor as soon as is practical after the decision has been made.

12.14 The decision of the Board of Elders on the type of Discipline to be administered shall be final and binding. In the event that the decision is to terminate the Member’s Membership in the Church, then the Member shall automatically cease to be a Member of the Church upon the date that the decision is made.

12.15 Public statements on matters of Discipline by the Church shall only be given orally from the pulpit during a regular service or in writing in the Church bulletin.

12.16 A Member who has been disciplined or whose Membership has been terminated shall not be barred from public worship unless the presence of the person is disruptive to the peaceful proceedings of the public worship service as determined in the sole

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opinion of the Board of Elders, in which event such Member agrees to be removed from such public worship service without the necessity of legal action.

12.17 In the event that a Member who has been disciplined or whose Membership has been terminated attends any other church and that other church does not seek a letter of reference from the Church, then the Senior Pastor or any Elder shall be authorized to verbally advise the other church that the Member in question has been disciplined by the Church.

13.

WAIVER AND MEDIATION

13.01 Notwithstanding anything else contained herein, Membership in the Church is given upon the strict condition that disciplinary proceedings or any other proceedings or matters arising out of the Church Constitution shall not give a Member cause for any legal action against either the Church, the Senior Pastor, any Assistant Pastor, any staff member of the Church, any Elder, any Officer or any Member of the Church, and the acceptance of Membership in the Church shall constitute conclusive and absolute evidence of a waiver by the Member of all rights of action, causes of action, and all claims and demands against the Church, the Senior Pastor, Assistant Pastor, any staff member of the Church, any Elder, any Officer or any Member of the Church in relation to disciplinary proceedings or any other proceedings or matters arising out of the Church Constitution or involving the Church in any manner whatsoever and this provision may be pleaded as a complete estoppel (i.e., the prevention of an action) in the event that such action is commenced in violation hereof.

13.02 In the event that a Member is dissatisfied with any matters of procedure involving that Member and the Church as set out in the Church Constitution, then such Member may seek to have his or her concerns resolved through a process of Christian mediation as determined by the Board of Elders, provided that such Member does not violate or circumvent the waiver contained in Section 13.01 above or attempt to do so.

Such mediation shall not be binding upon either the Church or the Member in question.

14.

MEETINGS OF THE MEMBERS

14.01 Annual Meeting – The Board of Elders shall call the annual Meeting of Members which shall be held within four (4) months after the end of the Fiscal Year of the Church.

The Board of Elders shall determine the date, time and place of such Annual Meeting of Members. The purpose of the Annual Meeting of Members will be to do the following:

(1)

hear necessary reports from the Officers, Committee Chairpersons, the Pastors and Board of Elders;

(2)

review and approve the financial statements for the immediately preceding fiscal year, including the Auditor’s report thereon;

(3)

elect the Board of Elders; and

(4)

transact any other necessary business, including appointment of the Public Accountant to serve as the Auditor for the next year.

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14.02 Special Meetings – At the request of a simple majority of the Board of Elders, or upon the written request of at least five percent (5%) of the Members to the Board of Elders, a Special Meeting of Members shall be called and convened by the Board of Elders within twenty-one (21) days of the receipt of such written request. Such written request shall set out the purpose of the special meeting and provide sufficient information to comply with the notice requirements set out in Section 14.03 below.

14.03 Notice of Meetings of Members – Notice of the date, time, place, and purpose of a Meeting of Members shall be given to Member entitled to vote at the meeting and the Public Accountant/Auditor or by one of the following means:

(a) by mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of twenty (20) to sixty (60) days before the day on which the meeting is to be held; or (b) by telephone, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of twenty-one (21) to thirty-five (35) days before the day on which meeting is to be held; or (c) by notice affixed to a notice board of the Church upon which announcements are regularly posted not later than thirty (30) days before the date of the meeting; or (d) by publication at least once in a publication of the Church that is sent to all its Members, during a period of twenty-one (21) to sixty (60) days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the Members is required to make any amendments to the bylaws of the Corporation to change the manner of giving notice to Members entitled to vote at a Meeting of Members.

14.04 Annual Financial Statements - Not later than twenty-one (21) days before the Annual Members Meeting, the Church shall send to the Members a copy of the comparative annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Church reproducing the information contained in the documents. Instead of sending documents, the Church may send a summary to each Member along with a notice informing the Members of the procedure for obtaining at the registered office of the Church a copy of the documents themselves free of charge. The Church is not required to send the documents or a summary to a Member who, in writing, declines to receive such documents.

14.05 Quorum – A quorum for any Meeting of Members shall be constituted by the presence at the location specified of twenty percent (20%) of the total Members of the Church prior to the time of the meeting in question.

14.06 Lack of Quorum – If a quorum is not present at the time appointed for a Meeting

of Members or within such reasonable time thereafter as the Members present may determine, the Members present may adjourn the meeting to a fixed time and place but

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may not transact any other business and the provisions of paragraph 14.03 with regard to notice shall apply to such adjournment.

14.07 Chairperson – By Resolution, the Board of Elders shall appoint their representative to act as Chairperson of all Meetings of Members. The Chairperson shall be an Elder and shall only be entitled to vote in the event of an equality of votes.

14.08 Simple Majority Vote – At every Meeting of Members, every question shall be determined by Resolution and shall require a simple majority of votes of the Members present, unless otherwise provided for by the Act or elsewhere in the Constitution.

14.09 Voting Procedure – Every question submitted to any Meeting of Members shall be decided by a show of hands, except where a secret ballot is provided for or requested as stated below. In the case of an equality of votes, the Chairperson of the Meeting, either by a show of hands or by secret ballot, as applicable, shall have the casting vote. At any Meeting of Members, 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 manner as the Chairperson directs. The result of a secret ballot shall be deemed to be the decision of the meeting at which the secret ballot was held. A request for a secret ballot may be withdrawn by the requester.

14.10 Procedural Code – The rules of procedure for Members Meetings shall follow the Roberts Rules of Order, by the most current edition, except where varied by the Constitution.

14.11 Adjournment – The Chairperson may, with the consent of the Meeting of Members, adjourn the same from time to time to a fixed time and place and no notice of such adjournment need by given to the Members provided such adjourned meeting is held within thirty (30) days from the date of the adjournment and the date of the adjourned meeting is announced at the meeting being adjourned. Any business may be brought before or dealt with at any adjourned Meeting of Members that might have been brought before or dealt with at the original Meeting of Members in accordance with the notice calling the same. If the adjourned meeting is not announced or is more than thirty (30) days from the date of the meeting be adjourned, the Notice provision of section 14.04 shall apply.

14.12 Required Vote by Members – Any Resolution passed by the Board of Elders concerning the purchase or sale of land or the making of an application for a loan from any source where the intended indebtedness will exceed ten percent (10%) of the total amount of the previous fiscal year’s gross revenue shall not be acted upon by the Board of Elders until such Resolution has been sanctioned by a Resolution of the Members at a Meeting of Members duly called for the purpose of considering such Resolution of the Board of Elders.

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14.13 Proposals – A Member entitled to vote at an Annual Meeting of Members may: (a) submit to the Church for the inclusion in the notice of an Annual Meeting, notice of any matter that the Members proposes to raise at the meeting (herein referred to as a “Proposal”); and (b) discuss at the meeting any matter with respect to which the Member would have been entitled to submit a proposal.

The provisions of Section 163 of the Act shall apply to any Proposal. Rights with respect to Proposals do not apply if the Proposal does not relate in a significant way to the affairs of the Church, if it is to address a personal claim or grievance or if it falls within the other exceptions set out in Subsection 163(6) of the Act. A Proposal must be submitted to the Church for inclusion in the Notice of the Annual Meeting within a period that is ninety (90) to a hundred and fifty (150) days before the anniversary of the previous Annual Meeting of Members.

Prior to the nomination by a Member from the floor at an Annual Meeting of Members, the Person to be nominated must first consent in writing to the nomination, the Proposal shall be supported in writing by not less than five (5%) percent of the Members entitled to vote at the meeting at which the Proposal to be presented, the Board has received a copy of the Proposal within the time period set out below for inclusion in the Notice of the Annual Meeting and the Nominating Committee and the Board of Elders have agreed that the person so nominated meets the qualifications for Elders as provided for in Section 16.01 of this by-law.

14.14 Deferral of Motions - In the event a motion to vote on a Proposal is made at a meeting, such vote shall, at the discretion of the Chairman, be deferred until a Special Meeting of the Members is called to consider and vote on the Proposal. The decision of the chairman of the meeting as to whether the said vote should be deferred shall be final and binding.

III 15.

BOARD OF ELDERS

DEFINITION OF BOARD OF ELDERS

15.01 The faith, practice and governance of the Church shall be the responsibility of the Board of Elders, consisting of a minimum of six (6) and a maximum of ten (10) Elders, such number to be determined by Ordinary Resolution of the Members of the Church.

16.

QUALIFICATION FOR BOARD OF ELDERS

16.01 A Person may be considered for election to the Board of Elders, provided he or she fulfills all of the following qualifications:

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17.

(1)

the Person must be a Member of the Church in good standing;

(2)

the Person must be twenty-one (21) years of age or older;

(3)

the Person must be personally committed to Jesus Christ as Saviour and Lord and give evidence thereof;

(4)

the Person must have an active involvement within the Church;

(5)

the Person must fulfill the spiritual qualifications of an overseer listed in 1 Timothy 3:1-7, Titus 1:5-10 and 1 Peter 5:1-5;

(6)

the Person must agree to uphold and be subject to the Church Constitution;

(7)

the Person must recognize that membership on the Board of Elders is a commitment to humble service, not a position of honour or status, nor a reward for past service; and

(8)

the Nominating Committee must first have recommended the Person as a candidate for Elder to the Board of Elders and the Board of Elders shall have approved the Person as an individual who has the qualifications necessary to be an Elder or, in the case of the candidate for Elder has been nominated pursuant to a Proposal, there shall be compliance with the provisions set out in Section 14.14.

SELECTION OF BOARD OF ELDERS

17.01 Elders shall be selected to the Board of Elders as follows:

(1)

At least 180 days before the next Annual Meeting of Members, the Board of Elders shall establish the Nominating Committee according to section 23.

(2)

The Board will advise the Nominating Committee of the number of Elders required to be elected by the Members of the Church at the next Annual Meeting of Members.

(3)

The Nominating Committee will establish the timelines for the selection process for Board approval.

(4)

Members of the Church may nominate candidates for Elders to the Nominating Committee.

(5)

The Nominating Committee will review all candidates and present its recommendations of appropriate candidates to the Board of Elders. The Nominating Committee and Board of Elders will, by a two-thirds majority vote of the Nominating Committee and a two-thirds majority vote of the Board of Elders, agree on the final selection of nominated candidates.

(6)

At least 30 days before the next Annual Meeting of Members, the Chair of the Nominating Committee shall announce to the Members the list of candidates approved by the Nominating Committee and the Board of Elders. Members shall have 30 days within which to show cause as to why any of the proposed candidates would not be entitled to serve.

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18.

(7)

Consistent with Matthew 18:15 and Matthew 5:24, any Member with such cause must first express his or her concern to the candidate. Failing satisfactory resolution, the Member may then express his or her concern to the Chair of the Nominating Committee.

(8)

In the event a Person has been recommended for the position of Elder pursuant to a Proposal, where such Person has been included in the list of candidates but Notice of such Proposal was not provided to the Members within the time frame provided for in Section 14.14, such Person will be deemed to have been nominated by a Member at a Meeting of Members.

(9)

At the Annual Meeting of Members, the list of candidates approved by the Nominating Committee and the Board of Elders shall be presented to the Members for election by Resolution of the Members present in person.

Such election shall be deemed for the purposes of the Act to be an election of Directors by the Members.

(10)

In the event that the Members do not pass a Resolution confirming the list of candidates, the incumbent Board of Elders shall remain in office and shall request the Nominating Committee to restart the nominating process within 30 days of the annual Meeting of Members and a Special Meeting of Members shall be called within 180 days of the Annual Meeting of Members for the purpose of confirming a further list of candidates.

TERM OF OFFICE OF BOARD OF ELDERS

18.01 Each Elder shall serve for a term of one (1) year and, subject to such review process as determined by the Board, shall be eligible for election thereafter in accordance with the provisions of subsection 17.01(6) and (7).

18.02 After five (5) consecutive one (1) year terms in office, Elders will be subject to the Nomination Process as set out in subsections in 17.01 (4), (5), (6) and (7) shall apply to an Elder before being entitled to serve for a further consecutive five (5) one (1) year terms.

19.

AUTHORITY OF BOARD OF ELDERS

19.01 General Authority – The Board of Elders shall be responsible for the faith and practice of the Church and generally may exercise such other powers and do such other acts and things as the Church is by its Letters Patent, the Act, or otherwise authorized to do. The Board of Elders shall serve as the “Board of Directors” referenced in and required pursuant to the Act. 19.02 Specific Authority – Without limiting the generality of the foregoing, the Board of Elders shall be authorized to carry out the following duties and responsibilities in a manner consistent with the purposes of the Church and the Board Policy Manual:

(1)

to exercise overall responsibility over the faith and practice of the Church;

(2)

under the direction of the Board, to entrust to the Senior Pastor the oversight of the administration and operations of the Church and the

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expenditure of the Church funds in general accordance with the approved annual budget.; (3)

to monitor the administration and operations of the Church and expenditure of the Church funds and in doing so, to obtain regular monitoring reports from the Senior Pastor as specified in the Board Policy Manual;

(4)

to formulate Position Statements as defined in Section 42 to the Membership and to implement those Position Statements;

(5)

to respect the authority of the Pastors to provide spiritual leadership for the Church;

(6)

to oversee the Discipline of Members for the purpose of reconciliation whenever possible pursuant to the procedures set out in the Constitution; and

(7)

to examine the relationship of the Senior Pastor to the Church and, if a change is deemed appropriate, to ensure that a Meeting of Members is called to discuss and authorize an appropriate change.

19.03 Board Report – The Board of Elders shall report to the Membership at the Annual Meeting of the Members. At the said Meeting of Members, the Board of Elders shall be available to answer any questions by Members and to entertain any questions arising from the floor concerning the proceedings of the Board of Elders.

19.04 No Remuneration of Elders – The members of the Board of Elders shall serve as such without remuneration and no member of the Board of Elders shall directly or indirectly receive any profit from his or her position as such, nor shall any member of the Board of Elders receive any direct or indirect remuneration from the Church, provided that the member of the Board of Elders may be paid for reasonable expenses incurred by him or her in the performance of his or her duties.

19.05 Conflict of Interest –Each member of the Board of Elders shall remain free from any conflict of interest between his or her duties as an Elder and his or her other interests. The provisions of Section 141 of the Act shall apply when an Elder has an interest in a material contract or material transaction. Without limiting the application Section 141, an Elder shall be deemed to be either directly or indirectly interested in an existing or proposed contract, transaction or arrangement with the Church if any family member (“family member” meaning any spouse, father, mother, child, brother or sister of the Elder or any spouse of such person), partner or business associate of such Elder or if any Corporation in which such Elder is involved as either a director, shareholder, officer, employer or agent is directly or indirectly interested in an existing or proposed contract, transaction or arrangement with the Church. Every Elder who is in any way directly or indirectly interested in an existing or proposed contract, transaction or arrangement with the Church shall declare such conflict of interest fully at a meeting of the Board of Elders and shall thereafter refrain from participating in any discussion on the issue and shall not vote on the issue.

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20.

RESIGNATION FROM BOARD OF ELDERS

20.01 If the personal circumstances of any Elder make it difficult for such Elder to devote the necessary time or energy to the work of the Board of Elders, then that such Elder shall be free to resign from the Board of Elders without embarrassment or stigma regardless of the remainder of the term of such Elder.

20.02 If for any reason an Elder chooses to resign, then such Elder shall, if possible, give thirty (30) days written notice to the Chairperson of the Board of Elders, who in turn shall call it to the attention of the Board of Elders, who shall then have the power to accept such resignation. Such written notice of resignation shall set out the reasons for the departure of such Elder.

21.

VACANCY ON BOARD OF ELDERS

21.01 The position of Elder shall be automatically vacated if any of the following situations occur: (1)

such Person resigns his or her position as an Elder by delivery of the written resignation to the Chairperson of the Board as set out in Section 20 above;

(2)

such Person no longer fulfills all the qualifications of an Elder set out in Section 16.01;

(3)

such Person is found to be mentally incompetent or of unsound mind;

(4)

such Person becomes bankrupt;

(5)

such Person ceases to be a Member of the Church;

(6)

such Person, in the opinion of a unanimous vote of the remaining members of the Board of Elders, has evidenced unethical or immoral conduct or behavior that is unbecoming of a Christian or is contrary to biblical principles as determined by the Board of Elders, or is no longer willing to either comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution; or

(7)

such Person dies.

21.02 If any vacancies should occur for any reason as set out in Section 21.01 above, and the number of Elders remaining is less than the minimum set out in Section 15.01, then the remaining Board of Elders shall, without delay, call a Special Meeting of the Members to fill the vacancy. Prior to such Meeting of Members, the most recent Nominating Committee appointed pursuant to Section 17.01(1) shall be reconvened and, together with the Board of Elders, shall determine in accordance with the provisions of Section 17.01(5) a candidate or candidates who meet the qualifications of Elder and present such candidate or candidates to the Members at the Special Meeting for the election of such candidate or candidates as Elders by the Resolution of the Members present in person.

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22.

MEETINGS OF THE BOARD OF ELDERS

22.01 Regular Meetings – Regular meetings of the Board of Elders shall be held at such time and place as shall be determined by the Chairperson of the Board of Elders but not less than once a month unless otherwise decided by the Board of Elders. The dates for the Regular Meetings shall be published in a schedule by the Chairperson of the Board of Elders and distributed to all Elders as soon as possible after each annual Meeting of Members.

22.02 Special Meetings – Special meetings of the Board of Elders may be called by the Chairperson of the Board of Elders upon written notice or upon written request of any Elder to the Chairperson, who shall then give notice of a special meeting of the Board of Elders as soon as possible thereafter.

22.03 Notice of Meeting – All regular and special Meetings of the Board of Elders shall be held on at least seven (7) days’ notice either addressed and mailed, sent by e-mail or delivered to each Elder or at the call of the Chairperson upon twenty-four (24) hours telephone notice in the event of an emergency. An Elder may waive notice and the attendance of an Elder at the meeting constitutes a waiver of notice unless the Elder 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.

22.04 Omission of Notice – The accidental omission to give notice of any meeting of Elders to, or the non-receipt of any notice by, any Elder shall not invalidate any Resolution passed or any proceeding taken at such meeting, provided that no Elder objects to such omission or irregularity.

22.05 Quorum – A quorum for any meeting of the Board of Elders meeting shall be constituted by a simple majority of the Elders.

22.06 Voting Rights – With the exception of the Chairperson of the Board of Elders, who shall only vote in the event of an equality of votes, all Elders shall have one (1) vote.

22.07 Minutes – The Board of Elders shall keep written minutes of each meeting.

The Board of Elders shall appoint a Secretary from among its members to prepare and maintain such minutes. Due to the potentially confidential nature of matters discussed by the Board of Elders, the minutes shall not be made public or available for review by Members without a written request and the unanimous consent of the Board of Elders.

22.08 Electronic Meetings – If all of the Elders consent thereto, generally or in respect to a particular meeting, an Elder may participate in a meeting of the Board of Elders by means of a telephone conference or other communication facility as permits all Elders participating in the meeting to communicate with each other, and an Elder participating in such meeting by such means is deemed to be present at the meeting.

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IV NOMINATING COMMITTEE 23.

DEFINITION AND DUTIES OF NOMINATING COMMITTEE

23.01 The Board of Elders shall establish a Nominating Committee as a Standing Committee of the Church, consisting of a minimum of five (5) and a maximum of seven (7) members, at least one (1) of whom shall be an Elder, at least one (1) of whom shall be a Pastor and at least two (2) of whom shall be other Members of the Church. When requested by the Board of Elders, the Nominating Committee shall prepare and submit a slate of nominations for the Board of Elders to present to the Members for affirmation as described in Section 17.

23.02 Members of the Nominating Committee shall serve without remuneration, provided that a member of the Nominating Committee may be paid reasonable expenses incurred by him or her in the performance of his or her duties.

24.

QUALIFICATION FOR MEMBERSHIP ON NOMINATING COMMITTEE

24.01 To be considered for appointment to a Nominating Committee, a Person must fulfill all of the following qualifications:

25.

(1)

the Person must be a Member of the Church in good standing;

(2)

the Person must be twenty-one (21) years of age or older;

(3)

the Person must be personally committed to Jesus Christ as Saviour and Lord and give evidence thereof;

(4)

the Person must have an active involvement within the body of the Church;

(5)

the Person must uphold and be subject to the Church Constitution; and

(6)

the Person must not be related to another member of the Nominating Committee or any member of the Board of Elders, with the term “related” being defined as any of the following: spouse, parent, child, grand-child, parent-in-law, child-in-law, uncle, aunt, niece or nephew.

APPOINTMENT AND TERM OF NOMINATING COMMITTEE

25.01 A member of the Nominating Committee shall hold office for a term of one year.

25.02 The maximum number of consecutive terms of a member of the Nominating Committee is three (3) and thereafter a minimum of a one (1) year absence is required before eligibility for re-appointment to the Nominating Committee is restored.

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26.

CHAIRPERSON OF NOMINATING COMMITTEE

26.01 The Chairperson of the Nominating Committee shall be appointed by the Nominating Committee from amongst its members at the first meeting of the Nominating Committee for the balance of that Person’s term of office on the Nominating Committee 27.

MEETINGS OF NOMINATING COMMITTEE

27.01 The Nominating Committee shall meet at such times as are determined by the Chairperson of the Nominating Committee.

28.

PROCEDURE FOR MEETINGS OF NOMINATING COMMITTEE

28.01 The provisions which regulate the meetings of the Board of Elders as set out in Section 22 shall apply, mutatis mutandis, to the meetings of the Nominating Committee.

29.

REMOVAL OF MEMBERS OF NOMINATING COMMITTEE

29.01 Any member of the Nominating Committee may be removed for any reason by a simple majority vote of the Elders present in person at a meeting of the Board of Elders duly called for that purpose. A vacancy resulting from such removal or from the resignation of a member of the Nominating Committee may be filled by appointment by the Board of Elders.

30.

CONFLICT OF INTEREST

30.01 Each member of the Nominating Committee shall remain free from any conflict of interest between his or her duties as a member of the Nominating Committee and his or her other interests. The provisions of Section 141 of the Act shall also apply when a member of the Nominating Committee has an interest in a material contract or material transaction. Without limiting the application of Section 141, a member of the Nominating Committee shall be deemed to be either directly or indirectly interested if a nominee under consideration by the Nominating Committee is a family member ("family member" meaning any spouse, father, mother, child, brother or sister of the member of the Nominating Committee or any spouse of such person), employer, employee, partner, or business associate of such member of the Nominating Committee. Every member who is in any way directly or indirectly interested shall declare such conflict of interest fully at a meeting of the Nominating Committee and shall thereafter refrain from participating in any discussion on the nominee and shall not vote on the nominee.

V AUDIT COMMITTEE 31.

DEFINITION AND DUTIES OF AUDIT COMMITTEE

31.01 The Board of Elders shall establish an Audit Committee as a Standing

Committee of the Church. The Audit Committee shall be responsible for:

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(1)

Assisting the Auditor in his annual audit of the financial operations of the Church;

(2)

carrying out an ongoing due diligence review of the internal controls over financial reporting and adherence to relevant accounting practices standards;

(3)

the assessment of the external financial statements presentations;

(4)

making recommendations as to the appointment of the Auditor if change is considered appropriate; and

(5)

such other duties as required of it by the Board of Elders.

31.02 The Audit Committee shall report regularly to the Board of Elders.

31.03 The Board of Elders shall determine the number of members of the Audit Committee.

31.04 Members of the Audit Committee shall serve without remuneration, provided that a member of the Audit Committee may be paid reasonable expenses incurred by him or her in the performance of his or her duties.

31.05 The Audit Committee shall ensure notice of all Meetings of Members are sent to the Auditor.

VI BOARD COMMITTEES 32.

DEFINITION OF COMMITTEES

32.01 In addition to the Nominating Committee and the Audit Committee, the Board of Elders by Resolution may establish such other Standing Committees as it determines necessary from time to time. All Standing Committees shall report directly to the Board of Elders.

32.02 The Board of Elders by Resolution may establish such Special Committees as it determines necessary from time to time. All Special Committees shall report to the Board of Elders.

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VII PASTORS AND GENERAL STAFF 33.

DEFINITION AND DUTIES OF THE SENIOR PASTOR

33.01 The Senior Pastor shall be the spiritual overseer of the Church and shall be deemed to be a Member of the Church by virtue of his or her position. The Senior Pastor shall be the Chief Executive Officer of the Church and in addition to the duties as set out in Section 39.03, shall have the following duties: (1)

the duty to provide spiritual leadership to the Church and to work in conjunction with the Board of Elders in implementing such spiritual leadership;

(2)

the duty to work in conjunction with the Board of Elders in formulating and recommending Position Statements to the Church as may be necessary from time to time;

(3)

the duty to assist the Board in the preparation of an annual budget;

(4)

under the direction of the Board of Elders, the duty to provide oversight of day to day administration and operations of the Church, hiring or removal of staff, assignment of staff portfolios, and the expenditure of the Church funds in general accordance with the approved annual budget. Prior to the removal of any staff member, the Board shall be notified and if so directed by the Board, legal advice shall be obtained.

(5)

the duty to ensure full and accurate financial and payroll records are kept;

(6)

the right to be an ex-officio member of or appoint a designate to all committees of the Church, except the Board of Elders;

(7)

the right to receive notification and minutes of all meetings of the Board of Elders, to be present and fully participate at all such meetings, and except when the Board of Elders is discussing the position, salary, benefits or performance of the Senior Pastor;

(8)

the duty to provide the Board of Elders with regular monitoring and compliance reporting of Church programs and activities as prescribed in the Board Policy Manual and to engage in related discussions as may be required by the Board of Elders;

(9)

the duty to ensure that all employed personnel and lay leaders of the Church are followers of the Christian faith, confessing Jesus Christ as their personal Saviour and Lord and that they adhere and are subject to the authority of the Church pursuant to the Church Constitution;

(10)

the duty to fulfill the qualifications for a Church Elder as set out in Section 16.01 above and to have a lifestyle that does not evidence unethical or immoral conduct or behaviour that is unbecoming of a Christian or is contrary to biblical principles as determined by the Board of Elders; and

(11)

the duty to uphold and be subject to the Church Constitution.

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33.02 No Members Meetings or Board meetings shall be held in the Senior Pastor’s absence without the Senior Pastor’s prior knowledge and consent except in the case of incapacity or discipline, in which case a representative of the Western Ontario District of the PAOC will be in attendance on their behalf.

34.

THE CALLING OF THE SENIOR PASTOR

34.01 Pastoral Searches – Whenever notice of a vacancy in the position of Senior Pastor is delivered pursuant to Section 48.01 below or a Senior Pastor is removed pursuant to Section 49, the Board of Elders shall consult with the designated representative of The Pentecostal Assemblies of Canada and shall be responsible for nominating candidates for consideration. The Board of Elders may choose to consult with the outgoing Senior Pastor. After prayer, discussions and interviews, the Board of Elders will choose a single candidate to present to the congregation at a special Meeting of Members duly called for considering the candidacy of such candidate.

34.02 Vote on Recommendation – Only one (1) name for the position of Senior Pastor shall be presented to the Membership at any one time for consideration. Upon approval of seventy-five percent (75%) of the Members present in person, a formal call will then be extended to the prospective Senior Pastor. In the event that the recommended name does not receive the approval of seventy-five percent (75%) of the Members present, or in the event that the prospective Senior Pastor does not accept the call, then the Board of Elders shall resume its function in finding an alternative recommendation to be made to the Membership until such time that an acceptable candidate is found.

35.

RESIGNATION OF THE SENIOR PASTOR

35.01 If the Senior Pastor wishes to resign, the Senior Pastor shall first notify the Board of Elders in writing together with an explanation and shall provide thirty (30) days’ notice prior to the effective date of the resignation, unless otherwise agreed to by the Board of Elders. Such resignation shall be deemed to include a resignation by the Senior Pastor as a Member and an ex-officio member on all committees of the Church.

36.

REMOVAL OF THE SENIOR PASTOR

36.01 The Senior Pastor may be removed from the position of Senior Pastor with the Church for any reason upon a seventy-five percent (75%) majority vote of the Members present in person at a special Meeting of Members called for the purpose of authorizing the removal of the Senior Pastor. Such removal shall not preclude the Senior Pastor from receiving notice or pay in lieu of notice as required by law.

36.02 The removal of the Senior Pastor from the Church shall be deemed to constitute removal as a Member and ex-officio membership on all committees of the Church.

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37.

DEFINITION AND DUTIES OF ASSISTANT PASTORS

37.01 If the Senior Pastor determines it is necessary, the Church may call Assistant Pastors for undertaking such ministries as the Senior Pastor determines are necessary for the Church. An Assistant Pastor shall be deemed to be a Member of the Church. The duties of an Assistant Pastor shall be as follows: (1)

the duty to fulfill the ministry description established for the position by the Senior Pastor;

(2)

the duty to provide spiritual leadership to the Church and to work in conjunction with the Senior Pastor and Board of Elders in implementing such spiritual leadership;

(3)

the duty to work in conjunction with the Senior Pastor and Board of Elders in formulating and recommending Position Statements to the Church as may be necessary from time to time; the duty to ensure that lifestyle and conduct does not evidence unethical or immoral activities or behaviour that is unbecoming of a Christian or is contrary to biblical principles as determined by the Board of Elders;

(4)

the duty to uphold and be subject to the Church Constitution; and

(5)

the duty to be subject to the authority and direction of the Senior Pastor.

37.02 If an Assistant Pastor wishes to resign, the Assistant Pastor shall first notify the Senior Pastor in writing together with an explanation and shall provide thirty (30) days’ notice prior to the effective date of the resignation.

37.03 The resignation or removal of an Assistant Pastor from the Church shall be deemed to constitute removal as a Member of the Church.

38.

TERMS OF EMPLOYMENT OF STAFF MEMBERS

38.01 All staff members of the Church (including any Assistant Pastor, employee and permanent contract workers, if applicable, but excluding the Senior Pastor) shall be required to fulfill and maintain the following qualifications; (1)

all staff members must be personally committed to Jesus Christ as Saviour and Lord and give evidence thereof; and

(2)

in recognition of the integral part that each staff member is to the overall ministry of the Church, each staff member must review and sign an engagement agreement with the Church which recognizes that employment or permanent contract work with the Church requires that the lifestyle of such staff members must not evidence unethical or immoral conduct or behaviour that is unbecoming of a Christian or is contrary to biblical principles as determined by the Board of Elders.

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VIII OFFICERS 39.

NAMES OF OFFICERS

39.01 The Officers of the Church shall be: (1)

Chairperson (also referred to as “Chair” or “Chairman”);

(2)

Chief Executive Officer (also referred to as “CEO”);

(3)

Secretary; and

(4)

Treasurer.

39.02 Chairperson – The Chairman shall be appointed by the Board of Elders from amongst their number. The duties of the Chairperson shall be as follows: (a) to call all meetings of the Elders Board and the Membership provided nothing herein shall prevent the Pastor from calling such meetings; (b) to preside at all such meetings as the Chairperson unless otherwise assigned to the Pastor by the Board of Elders or the operation of the By-law; (c) to ensure the fairness, objectivity and completeness occurring at such meetings; (d) to prayerfully seek the guidance of Jesus Christ in all matters discussed at the meetings of the Board of Elders; (e) to be permitted to express an opinion on any matter discussed at the meetings of the Board of Elders; (f) to vote only when a deciding vote is necessary at any meeting; (g) to ensure that all directive and Resolutions of the Board of Elders are carried into effect; and (h) to carry out such other duties as are directed from time to time by the Membership of the Church or by the Board.

39.03 Chief Executive Officer – The Chief Executive Officer shall have such powers to manage the affairs of the Church as may from time to time be prescribed by resolution of the Board of Elders or as otherwise prescribed by the policies of the Church. In addition to such powers as may, by resolution, be prescribed, the Chief Executive Officer shall: (a) ensure that the affairs of the Church are conducted in accordance with the Articles and By-laws and such other policies and procedures established by the Board of Elders; and (b) subject to the authority of the Board of Elders, be responsible for the day-today operations of the Church including but not limited to the direction of staff, the maintenance and development of the Church’s programs and services and the day-to-day management of the Corporation in accordance with the policies established by the Board of Elders.

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39.04 Secretary – The duties of the Secretary shall be as follows: (a) cause to be maintained the faithful noting and recording of all of the business of Board of Elder Meetings and Members Meetings; (b) to conduct all correspondence on behalf of the Church arising out of such meetings; (c) to publish the time and place for all Members Meetings with due notice; (d) be the custodian of the seal of the Church, if there is a seal, which he or she shall deliver only when authorized by Resolution of the Board to do so and to such Person or Persons as may be named in the said Resolution; (e) to be custodian of all papers and documents of the Church; (f) to call all meetings of the Membership in accordance with the provisions and procedures set out in the Constitution; (g) to carry out such other duties as directed from time to time by the Board of Elders or by the Membership; and (h) in his or her absence, the duties of the Secretary shall be performed by such other Member who is temporarily acceptable to the Board upon a resolution of the Board.

39.05 Treasurer – The Treasurer shall be responsible for overseeing the following: (1) the keeping of an accurate financial register; (2) the authorization of financial transactions on behalf of the Church; (3) the maintenance of payroll records; (4) the maintenance of accounts payable records; (5) the payment of all authorized expenses whenever practical and possible; (6) the investing of funds belonging to the Church as directed by the Board of Elders; (7) the collection of monies received by the Church; (8) the deposit of monies received by the Church into the proper bank accounts; (9) the accounting for all monies received by the Church and the keeping of 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 financial statements. the keeping of 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; (10) to ensure that no member of the Board of Elders receives any remuneration from the Church unless such monies are for purposes of reimbursing such Person for legitimate expenses incurred on behalf of the Church; and (11) to carry out such other duties as directed from time to time by the Board of Elders.

(12) In the case of temporary absence, the duties of the Treasurer shall be performed by another Person who is acceptable to the Board of Elders

upon a Resolution of the Board of Elders.

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39.06 Other Officers – The Board of Elders may appoint other officers and agents (and with such titles as the Board may prescribe from time to time) as it considers necessary and all officers shall have the authority and perform duties from time to time prescribed by the Board of Elders. The Board may also remove at its pleasure any such officer or agent of the Church. The duties of all other officers of the Church appointed by the Board shall be such as the terms of their engagement call for or the Board prescribes. The Officers who are members of the Combined Board shall receive no remuneration for serving as such but are entitled to reasonable expenses incurred in the exercise of their duty. The Secretary may be need not be an Elder 40.

QUALIFICATIONS FOR OFFICERS

40.01 A person may be considered for appointment as an Officer of the Church if he or she fulfils all of the following qualifications: (a) the Person must be a Member in good standing; (b) the Person must have an active involvement within the Church; and (c) the Person must be in full agreement with the Church.

41.

ELECTION AND APPOINTMENT OF OFFICERS

41.01 All Officers shall be appointed by the members of the Board at the first meeting of the Board during each fiscal year.

42.

TERM AND MAXIMUM TERM OF OFFICERS

42.01 All Officers shall serve for a one (1) year term of office and there shall be no restriction on the number of terms they may serve provided they are otherwise qualified.

43.

RESIGNATION OF OFFICERS

43.01 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 Board at least thirty (30) days prior to the effective date of such resignation and the Board shall then have the power to accept such resignation on behalf of the Church.

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IX PROTECTION OF INDEMNITY 44.

PROTECTION AND INDEMNITY TO ELDERS, PASTORS, AND OFFICERS

44.01 Protection of Elders, Pastors, Officers and Others – Except as otherwise provided in the Act, no Elder, Pastor or Officer of the Church shall be liable for the acts, receipts, neglects or defaults of any other Elder, Pastor, Officer or employee or for any loss, damage or expense happening to the Church through the insufficiency or deficiency of title to any property acquired by the Church or for on behalf of the Church or for the insufficiency or deficiency of any security in or upon which any of the moneys 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 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 Elder, Pastor or Officer’s respective office or trust or in relation thereto unless the same shall happen by or through such Person’s willful neglect or default. The Elder, Pastor and Officers of the Church shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Church, except such as shall have been submitted to and authorized or approved by the Board of Elders.

44.02 Indemnity to Elders, Pastors, Officers and Others – Every Elder, Pastor, Officer or any Member or Person (with “Person” in this Section to include corporations, partnership, joint ventures, sole proprietorships, unincorporated associations, and other forms of business organizations) who has undertaken or is about to undertake any liability on behalf of the Church, its heirs and assigns, will respectively be indemnified and saved harmless out of the funds of the Church from and against: (1)

all costs, charges and expenses which such Elder, Pastor, Officer or any other Member of the Church or Person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against 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 willful neglect or default;

(2)

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 negligence, neglect or default.

The Church shall also indemnify any such Person in such other circumstances as the Act or law permits or requires. Nothing in this By- law shall limit the right of any Person entitled to indemnify to choose indemnity apart from the provision of this By-law to the extent permitted by the Act or law.

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X AFFILIATION 45.

CHURCH AFFILIATION

45.01 The Church shall be a Pentecostal Church and shall be affiliated with The Pentecostal Assemblies of Canada.

XI 46.

POSITION STATEMENTS

POSITION STATEMENTS FOR THE CHURCH

46.01 In consideration of the ongoing need for the Church to provide guidelines and directions to Members on practical applications of biblical teachings and Christian Conduct, the Church may adopt Position Statements on such matters as are deemed necessary from time to time by the Board of Elders.

46.02 A Position Statement may be proposed or amended by either the Senior Pastor or the Board of Elders, but shall not become operative until first approved by a (90%) vote of the Board of Elders.

XII GENERAL PROVISIONS 47.

CORPORATE SEAL

47.01 The seal, an impression thereof is stamped in the margin hereof or as changed

by Resolution of the Board of Elders from time to time, shall be the seal of the Church.

48.

EXECUTION OF DOCUMENTS AND CHEQUES

48.01 Contracts, documents or any instruments in writing requiring the signature of the Church shall be signed by any two (2) Officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without further authorization or formality. The Board of Elders shall have the power from time to time by Resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Board of Elders 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 stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid whereby any Officer or Officers appointed.

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48.02 All cheques, drafts or orders from the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officer or Officers, save and except the Chair of the Board of Elders, or Person or Persons, whether or not an Officer of the Church and in such manner as the Board of Elders may from time to time designate by Resolution.

49.

FINANCIAL YEAR END

49.01 Unless otherwise determined by the Board of Elders by Resolution, the fiscal year end of the Corporation shall be June 30th of each year.

50.

HEAD OFFICE

50.01 The head office of the Corporation shall be in the City of Mississauga, in the Province of Ontario.

51.

BOOKS AND RECORDS

51.01 The Senior Pastor 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.

52.

FINANCIAL STATEMENTS

52.01 The Senior Pastor shall ensure the preparation of the financial statements for the preceding year prepared in accordance with the financial reporting standards of the Canadian Institute of Chartered Accountants for the Charitable and Non-Profit Organizations as may be in place from time to time prior to the annual Meeting of Members.

52.02 The financial statements shall be made available to Members pursuant to Section 14.04. The financial statements will presented at the annual Meeting of Members for the approval by the Members.

53.

AMENDMENTS

53.01 Notwithstanding the Act, the Letters Patent, Articles of Continuance, the Constitution and the By- Laws of the Church may be amended by an eighty percent (80%) vote of the Board of Elders voting at a meeting duly called for that purpose and sanctioned by an affirmative vote of a simple majority of the Members of the Church voting in person at a meeting duly called for the purpose of considering the said amendment, provided that notice of such Meeting of Members shall be given in the church bulletin on two (2) consecutive Sundays prior to such Membership Meeting and provided further that the notice shall state the proposed amendment and the purpose thereof.

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Enacted by the Board of Elders of the Church on the 25th day of September, 2014 and sanctioned by the Members of the Church this 5th day of October, 2014.

Chairperson of the Board of Elders

Secretary

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