By-Laws

January 11, 2012 Version

GENERAL OPERATING
BY-LAW NUMBER 1
A By-Law relating generally to the transaction of the

affairs of Fair Havens Community Church
Be It Enacted as a By-Law of Fair Havens Community Church (hereinafter referred to as the "Church") as follows:
1. Definitions

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. (a)  "Act" means the Corporations Act R.S.O. 1990 as amended from time to time
    and any statute enacted in substitution thereof, and in the case of such substitution, any references in the By-Law of the Corporation to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute or statutes;
  2. (b)  "Board" or "Board of Directors" means the Board of Deacons and the Board of Elders other than the Pastor or any paid employee meeting together as a Combined Board and acting as the Board of Directors of the Corporation. When meeting together, the Combined Board shall also be known as the "Church

Board" and shall be the Board of Directors pursuant to the Act;

(c)  "By-law" or "Bylaws" means any By-law of the Corporation from time to time in force and effect including the General Operating By-law;

(d)  "Church" means the legal entity incorporated without share capital under the

Act by Letters Patent dated the day of 2004, and named Fair Havens Community Church, through which its Members and Adherents may fellowship together as a New Testament Church;

(e)  "Church Constitution" or "Constitution" means the Letters Patent (including the Objects and Statement of Faith), the General Operating By-law, all other Bylaws, and all Policy Statements adopted by the Church from time to time;

(f)  "Combined Board" means the Board of Deacons and the Board of Elders other than any pastor or paid employee of the church acting together and shall also be known as the "Church Board" and such Combined Board shall be the Directors for the purposes of the Act.

(g)  "Committee" means Committee of the Church as established in accordance with this General Operating By-law

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  1. (h)  “Committee Member” means a Member of a Committee of the Church;
  2. (i)  "Corporation" means the Church as defined herein;
  3. (j)  "Deacon" means a member of the Board of Deacons who shall be deemed a Director pursuant to the Act;
  4. (k)  "Directors" means the Combined Board;

to be

(I) "Discipline" means seeking to reconcile individuals to one another based on biblical principles through mutual forgiveness and restoring offenders to fellowship with God and the Church;

  1. (m)  "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 assignment of shares, bonds, debentures or other securities and all paper writing;
  2. (n)  "Elder" means a member of the Board of Elders and a leader of the Church who has spiritual authority, and who is a member of the Board of Elders. Save and except for the Pastor and any paid employee of the Church, such person shall be deemed to be a Director pursuant to the Act;
  3. (o)  "General Operating By-law" means this By-law, any amendments thereto, and any other By-laws of the Church intended to amend or replace the General Operating By-law herein.
  4. (p)  "Individual" means Members, or non-members as defined herein;
  5. (q)  "Letters Patent" means the Letters Patent incorporating the Church, as from time to time amended or supplemented by Supplementary Letters Patent;
  6. (r)  "Meeting of Members" or "Member Meetings" means any annual or special Meeting of Members;
  7. (s)  "Member" means a person who has been admitted into Membership of the Church as described in Section 4 herein.
  8. (t)  "Members" or "Membership" means the collective Membership of the Church who have the right to vote;
  9. (u)  “Objects" means the charitable Objects of the Corporation as contained in the Letters Patent;
  10. (v)  "Officer" means an Officer of the Church as described in Section 12 herein;
  11. (w)  "Pastor" means the Senior Pastor of the Church as described herein, unless otherwise specified;
  12. (x)  "Person" means an individual person, but does not include corporation, partnerships, trusts, or unincorporated organizations;

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(aa) "Policy Statements" means any Policy Statements adopted as part of the Church Constitution from time to time concerning practical applications of Biblical principles, doctrinal considerations and Christian conduct;

(bb) "Resolution" means a Resolution passed by either the Board of Deacons, Board of Elders, the Combined Board or by the Members by a majority vote of those voting who are present or are represented by proxy;

(cc) "Special Resolution" means a resolution that is submitted to a special meeting of the voting membership of the Church duly called for the purpose of considering the resolution and passed, with or without amendment, at the meeting by at least two- thirds of the votes cast; and

(dd) "Statement of Faith" means the Statement of Faith of the Church set out in this By- law or any amendments hereto.

2. Fundamental Terms And Interpretation

2.1 Objects

2.1.1 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 contained in the Letters Patent of the Corporation, which for purposes of this General Operating By-law are incorporated by reference and made a part hereof and the Statement of Faith as hereinafter set out. If any other provisions contained in this General Operating By-law are inconsistent with those contained in the Letters Patent or the Act, the provisions contained in the Letters Patent or the Act, as the case may be, shall prevail.

2.2 Interpretation

2.2.1 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:

2.3

  1. (a)  words importing the singular number include the plural and vice versa;
  2. (b)  words importing the masculine gender include the feminine and neutered genders unless this By-law otherwise specifically provides; and
  3. (c)  words importing or referring to Person or Persons shall include individual persons only and shall specifically exclude corporations, partnerships, trusts and unincorporated organizations.

Headings

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

3. Statement Of Faith

3.1 Statement of Faith

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3.1.1 As a local congregation of believers in our Lord Jesus Christ, we affirm our belief in the following articles of faith:

1.

2.

The Godhead

(a) ( b )

God the Father

(a)

(b)

Jesus Christ

TheexistenceofGod. (Psalm19:1;Romans1:18-20;Acts7:29)

The Trinity in unity of the Godhead. (Isaiah 48:16; Matthew 28:18-20; II Corinthians 13:14; Deuteronomy 6:4)

3.

God the Father's Relationships:

( i ) 

( i i )

(iii) 

(iv)

(i)

(ii)

( i i i ) 

(iv)

(Acts 17:29) (Exodus 4:22)

(Matthew 3:17) (Galatians 3:26)

(Psalm 2:7-9)

(Ephesians 1:3-6)

(John 3:16) (Hebrews 12:9)

Father over all creation. Father of the nation of Israel.

Father of the Lord Jesus Christ. Father of believers in Christ.

God the Father's Particular Works: Author of the decree.

Author of election.

Begetter and sender of Christ Disciplinarian of His Children

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The Holy Spirit

(a)

(b)

(c)

(d) 

(e)

(f)

The essential Deity. (Hebrew 1:8; John 1:3; Luke 7: Philippians 2:10)
Virgin birth and true humanity of Christ. (Luke 1:26; Galatians 4:4; Hebrews 4:15

His sinlessness.

His sacrificial death for sinners.

Luke 19;10; 1 Timothy2:5) (II Corinthians 5:21)

(1 Peter 3:18)

(I Corinthians 15:1-5)
His gift of eternal salvation to believers.(John 3:16; John 10:27-30; I John 5:11-12

His bodily resurrection
His personal and visible return. (I Thessalonians 4:13-5:11; Revelation 19)

The Deity of the Holy Spirit (Acts 5:3-4; Luke 1:35) whose office is to regenerate the

5.

Man

(a) 

(b)

(c)

(d)

(e)

(f)

6.

7.

8.

9.

Satan

The personality of the devil as the enemy of God and of His people. (John 8:44;
Job 1:6-12; I Peter 5:8-9)

The Scriptures

We believe that the Scriptures of the Old and New Testaments were inspired and inerrant as they were originally given and that they constitute an infallible guide to individual believers and the Church. (II Timothy 3:16; John 17:3; Romans 3;4;

Matthew 5:17; John 10:35)

Salvation

We believe that sinners are saved by grace through faith alone and that not of themselves, it is the gift of God, not of works. (Ephesians 2:8-9)

The Church

We believe that the Church universal is composed of all who are united by the Holy Spirit to the risen and ascended Son of God (Matthew 16:18; Colossians 1:18; Ephesians 3:10). This takes place at the time of new birth. (Ephesians 2:19; Galatians 4:5; I Peter 2:9; Philippians 3:20; I Peter 1:4) The local church is an expression of the church universal.

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sinner (John 3:5-6), sanctify the believer (II Thessalonians 3:13) and impart to the Church gifts for service. (I Peter 4 : 10) Also, He empowers the believer and enables him to live a holy life. (Galatians 5:22-23; Ephesians 5:18-20)

The depraved and fallen state of man as a result of the fall recorded in (Genesis 3)

The absolute necessity of new birth for entrance into the Kingdom of God. (John 3)

The resurrection of the body (John 5:28-29; I Corinthians 15)

The ultimate eternal blessedness of all true believers. (Romans 8:17;1Peter 1:3-5)

The eternal punishment of those who die impenitent. (Revelation 20:11-15)

The immortality of the soul (Luke 16:19-31; Hebrews 9:27)

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10. Ordinance - Baptism

We believe and practice Christian baptism as evidenced by water immersion. We believe it symbolizes our union with Christ and our identification with Him in death and resurrection. (Matthew 28:19-20; Acts 8:12; Romans 6:1-1)

11. Ordinance — The Lord's Supper

We believe that our Lord clearly prescribed for His believing disciples the solemn rite of the Lord's Supper as a memorial for the Lord's death to be kept by His disciples until He comes again. (Corinthians 11:23-37; Luke 22:19-20)

12. Conduct

We believe in the responsibilities of every believer in Christ to live daily in fellowship with God through the reading of Holy Scripture, prayer, personal discipline, dependence upon the Holy Spirit and be regular in attendance at public worship. (John 15:1-17; II Timothy 3:16-17; 1Thessalonians 5:17; 1 Corinthians 9:24-27; Ephesians 5:15-21; Galatians 5:16-26; Hebrew 10:23-25

4. Membership Definition of Membership

Membership in the Church is the personal commitment to actively support the ministry of the Church and such commitment shall be professed publicly. It is the personal and public covenant to be an active part of this living body (I Corinthians 12) which is fundamental to Church Membership.

4.1.

4.1.1.

4.1.2 The initial incorporators of the Corporation shall be the initial Members of the Corporation. Thereafter, Membership in the Church shall consist only of those Persons who:

  1. (a)  give clear testimony to a saving faith in Jesus Christ as their Savior and Lord;
  2. (b)  have, upon profession of faith, covenanted to actively participate in the life and work of the Church;
  3. (c)  give evidence of that faith in discipleship and obedience;
  4. (d)  give evidenced agreement with the Church's Statement of Faith;
  5. (e)  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

4.2.1

(f) have been admitted into Membership in accordance with the Church Constitution

4.2 Qualification for Membership

A Person shall qualify to be a Member of the Church if a 100% majority of the Combined Board determines that such Person meets all of the following qualifications:

  1. (a)  the Person must be at least sixteen (16) years of age.
  2. (b)  the Person fulfills the definition of Membership as set out in sections 4.1.1. and 4.1.2 herein.
  3. (c)  the Person, is not under the Discipline of the Church as set out in section 4.4.7 herein.
  4. (d)  the Person has completed the procedure for Admission into Membership set out in section 4.3 herein.

4.3 Admission to Membership

4.3.1 Application for Membership in the Church may be initiated by either an oral or written request to any pastor, Deacon or Elder. Existing members of the unincorporated church known as Fair Havens Community Church and from which this Church has been formed shall, upon resolution of the Combined Board, become the Members of the Church. A member of the unincorporated church may, in writing, give notice to the Combined Board that such Person does not wish to become a Member of the Church whereupon the name of such Person shall be removed from the membership roll. Such notice must be provided to the Combined Board within six (6) months from the date of the resolution of the Combined Board adopting the membership.

4.3.2

4.3.3

4.3.4

The Board of Elders shall give the applicant a summary of the Church Constitution and, if so requested by the applicant, a complete copy of the Church Constitution with the request that the applicant read the documentation so provided.

If the applicant understands and agrees with the Church Constitution and understands the fundamental tenets of the Christian faith, the applicant shall be required to sign a written application for Membership and declaration of his or her profession of faith in Jesus Christ as Saviour and Lord and a commitment to adhere and be subject to the authority of the Church as expressed in the Church Constitution.

Upon receipt of such application, not less than two (2) members of the Board of Elders, one of whom may be the Senior Pastor, shall interview the applicant to ascertain that

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such Person has met all of the qualifications for Membership in the Church and shall bring their recommendation to the Combined Board for action.

4.3.5 If the applicant does not satisfactorily understand the fundamental tenets of the Christian faith, then the Combined Board shall recommend that such applicant complete a preparatory course in Church matters before proceeding further with the application for Membership in the Church.

4.3.6 Upon being satisfied that the applicant understands and confesses the fundamental tenets of the Christian faith then the Combined Board, upon a resolution passed by a 100% majority of the votes cast at a duly constituted meeting of the Combined Board, shall admit the applicant into membership.

4.3.7 By the Resolution of the Combined Board, existing members of the unincorporated Church from which this Church has been formed shall be Members of the Church unless a member withdraws his or her Membership in writing.

4.4 Privileges, Rights and Duties of Membership

4.4.1. Church Membership shall carry the following duties, privileges and rights:

  1. (a)  the duty to minister to one another's spiritual needs as part of the Body of Christ;
  2. (b)  the duty to meet regularly for worship and to participate in Church activities and ministries as the Lord directs and personal circumstances permit;
  3. (c)  the duty to financially support the work of the Church as the Lord directs and personal circumstances permit;
  4. (d)  the duty to respect and submit to the spiritual authority and procedures of the Church as expressed in the Church Constitution;
  5. (e)  the privilege to participate in the ordinances administered by the Church;
  6. (f)  the right to attend, speak and participate at all Meetings of Members; and
  7. (g)  the right to a single vote either in person or by proxy at all Meetings of Members for Members aged 18 or over.

4.4.2 Church Membership is not transferable and all prospective Members shall be required to comply with the procedure for the admission to membership as set out in Section 4.3.

4.5 Withdrawal and Removal of Membership

4.5.1 A Member in good standing may withdraw at any time as a Member of the Church.

4.5.2 A Member shall give to the Combined Board written notice of his or her request to withdraw.

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4.5.3 Upon receipt by the Combined Board of such request for withdrawal, such Person shall be removed from the Membership rolls of the Church and shall be deemed to have also resigned from his or her position, if applicable, as an Officer, Deacon, Elder or other Committee member.

4.5.4 Upon request by a Member to the Combined Board, such Member shall be given a letter of transfer addressed to the church to which the Member is relocating. However, if the Combined Board confirms that such Person is under Discipline of the Church, a positive letter of transfer shall not be granted.

4.5.5 A former Member may request that his or her Membership in the Church be reinstated. The Combined Board, in its sole discretion, shall determine whether such request shall be granted and if so, what conditions, if any, should be imposed.

4.6 Membership Record

4.6.1 A record of Members of the Church shall be kept by the Secretary of the Board.

4.7 Discipline

4.7.1 Scriptural Standard for Discipline - All Members and Non Members are expected to stay true to sound doctrine and the Statement of Faith and to conduct their lives according to the standards set forth in Scripture. Such conduct includes moral purity, personal honesty, and biblical fidelity (I Corinthians 6: 9-11, II Timothy 3: 1-17). Members are to be consistent examples of authentic Christianity as they seek to emulate the character of Christ through the power of the Holy Spirit (Romans 8: 2829). Members shall promote the unity of the Church rather than seeking to divide it (Ephesians 4: 3 - 13, 25).

4.7.2 Purpose of Discipline

4.7.2.1 The biblical purpose of Church discipline is to bring reconciliation and
restoration of the offender to fellowship with God and with the Church consistent with the instruction of the Old and New Testament. The pattern of Mat 18:15-19 and the principle and spirit of Mat 5:23, 24 are commanded and commended to us by our

Lord. As such only those matters that cannot be resolved on a personal and/or private level or that have failed to be resolved through a mediation process shall advance to a formal process of discipline in which the Elders and Deacons shall adjudicate.

4.7.2.2 The Church is commanded by the Scriptures to discipline its members when they . continue in open and habitual sin.

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4.7.3 Circumstances Giving Cause for Discipline (See Section 1.1q)- An Individual shall be deemed to be under the Discipline of the Church if the Church Elders and Deacons

4.7.4 (a)

(b)

(c)

(d)

determine by Resolution that any of the following circumstances have occurred:

an Individual has evidenced unethical or immoral conduct or behaviour that is unbecoming of a Christian and contrary to biblical principles;

an Individual's conduct evidences an unwillingness to either comply with, adhere to, or submit to the Scriptural authority and procedures set out in the Church Constitution herein;

an Individual has propagated doctrines and practices contrary to those set forth in the Statement of Faith or the general teachings of the Church, or has propagated any doctrines or practices in such a way as to cause discord or dissension;

an Individual has wronged another Individual causing discord or dissension in the Church, with or without malicious intent, and has not repented and been willing to enter into a process of reconciliation.

4.7.4 Process of Discipline
4.7.4.1 In the event an allegation against a Member or Non-Member (defined

4.7.4.2 4.7.4.3

hereafter as an "Individual") gives rise to disciplinary action pursuant to Section 4.7.3 above, the Combined Board shall establish a process whereby a fair and equitable investigation shall be undertaken to consider the merits of the allegation and, if warranted, the Combined Board upon a seventy-five (75%) percent majority vote shall establish the nature of the discipline to be imposed. Due process, procedural fairness and the rules of natural justice shall be complied with in relation to all aspects of the process.

Termination or suspension of Membership as a disciplinary action
shall be deemed appropriate only where no other reasonable alternative is available.

In the event that the decision is to terminate the individual’s Membership in the Church, then the individual shall automatically cease to be a Member of the Church.

4.7.5 Discipline and Attendance At Public Worship – An individual who has been disciplined or whose Membership has been terminated shall not be barred from public worship unless such individual’s presence is disruptive to the peaceful proceedings of the public worship service as determined in the sole opinion of

the Combined Boars, in which event such individual agrees that he may be removed from such public worship service without the necessity of legal action, whether or not such individual is at that time a Member of the Church.

4.7.6 Discipline and Individuals under age 18 – In the event that the individual in question is under the age of 18 when an allegation is made, then the Discipline procedure provided for by the Combined Board shall require that notification of any Discipline process shall be given to the individual and the parents or legal guardians of the individual and such persons shall be entitled to attend and speak on behalf of such individual at any such proceedings.

4.7.7 Waiver - Notwithstanding anything else contained herein, Membership in the Church is given upon the strict condition that disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the Church Constitution shall not give a Member cause for any legal action against either the Church, the Pastor, any Associate Pastor, any staff member of the Church, any Deacon, any 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(s) and Non-Member(s) of all rights of action, causes of action, and all claims and demands against the Church, the Pastor, Associate Pastor, any staff member of the Church, any Deacon, any Elder, any Officer or any Member of the Church in relation to disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the Church Constitution or involving the Church in any manner whatsoever and this provision may be pleaded as a complete estoppel (i.e., the prevention of an action) in the event that such action is commenced in violation hereof.

5. Members Meetings

5.1 Membership Record

5.1.1 A record of Members of the Church shall be kept by the secretary of the

Church. 5.2 Annual Meeting

5.2.1 There shall be an annual Meeting of Members (the "Annual Meeting of Members") at such time and place in Canada as determined by the Combined Board no later than the thirtieth (30th) day of May of each year. The purpose of the Annual Meeting of Members will be to do the following:

(a) hear necessary reports from the Officers, the Pastors, the Combined Board and other boards and committees;

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(b)

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(d)

(e) 

(f)

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

appoint the Auditors for the current year;

elect Members to the Board of Deacons and the Board of Elders for any vacancies on the said Boards or for the replacement of Deacons or Elders whose term of office has expired;

elect Members to Officer positions as required for the next fiscal year; and transact any other necessary business.

5.3 Budget Meeting

5.3.1 A Budget Meeting of Members shall be held between the 1stt day of November and the 30th day of November in each year at such time and place in Canada as determined by the Board of Deacons to consider and approve and/or amend the proposed budget for the Church for the ensuing fiscal year and to transact any other business as determined necessary by the Combined Board.

5.4 Other Special Meetings

5.4.1 At the request of the Chairman of the Board or a majority of either the Board of Elders or the Board of Deacons, or upon the request of at least twenty percent (20%) of the Membership having the right to vote, other special meetings of the Members shall be called and convened by the Secretary within thirty (30) days of the request.

5.5 Notice of Meeting

5.5.1 Notice of all Member Meetings shall be given to Members by notice orally from the pulpit and in the Church bulletin and on the Church Notice Boards at least two Sundays prior to the date of the Member Meeting. The notice for all Member Meetings shall include the date, time, place and purpose of the meeting and shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of each Meeting of Members must remind the Member that the Member has the right to vote by proxy.

5.6 Waiver of Notice

5.6.1 A Member may waive notice of a Meeting of Members and attendance of any such Person at a Meeting of members shall constitute a waiver of notice of the Meeting, except where such Person attends a Meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

5.7 Omission of Notice

5.7.1 The accidental omission to give notice of any Meeting of Members or any irregularity in the notice of any such meeting or the non-receipt of any notice by any Member or by the auditor of the Corporation shall not invalidate any Resolution passed or any proceedings taken at any Meeting of Members, provided that no Member objects to such omission or irregularity.

5.8 Quorum

5.8.1 A quorum for an annual Members Meeting, special election, or other special Members Meetings shall be constituted by the presence of at least twenty-five percent (25%) of the Members who have the right to vote immediately prior to the time of the meeting in question. No business shall be transacted at any Meeting of Members unless the requisite quorum is present at the time of the transaction of such business. 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 and entitled to vote may adjourn the meeting to a fixed time and place and the provision of section 5.5.1 with regard to notice shall apply to such adjournment.

5.9 Chairman

5.9.1 The Chairman of the Combined Board (or in the Chairman's absence a designate appointed by the Combined Board by Resolution) shall act as Chairman of all Members Meetings. The Chairman shall vote in the first instance upon the calling of the question and shall not have a second or casting ballot in the event of a tie vote.

5.10 Majority Vote

5.10.1 At all annual Members Meetings, every question shall be determined by Resolution, being a sixty-six and two-thirds percentage (66 2/3%) majority of votes of Members voting who are present or represented by proxy, unless otherwise provided for by the Act or elsewhere in the General Operating By-law.

5.11 Voting Procedure

5.11.1 Every question submitted to any Members Meeting 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 Chairman of the Meeting shall not have a casting vote. At any Members Meeting, unless a secret ballot is provided, a declaration by the

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Chairman 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 Chairman or upon request of any Member and shall be taken in such manner as the Chairman 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.

5.12 Voting Rights and Proxies

5.12.1 Votes at Members Meetings may be given either personally or by proxy, provided that the proxy appointed is a Member and represents no more than one other Member at such meeting. At every meeting at which a Member is entitled to vote, every member and/or Person present and appointed by proxy to represent one Member shall have one vote for each Member present or represented by proxy. A proxy shall be executed by the Member or the Member's attorney authorized in writing. A proxy may be in the following form or some similar form that is acceptable to the Combined Board. Members shall use their best efforts to attend Meetings of Members and a Member should not consider a proxy vote to be an acceptable alternative to personal attendance at a Meeting of Members.

"The undersigned Member of Fair Havens Community Church deeply regrets he/she is unable to attend the Meeting of Members and hereby appoints _________________________, as the proxy of the undersigned to attend and act at the Meeting of the Members of the said Church to be held on the___ day of ___________, 20__, and any adjournment or adjournments thereof in the same manner, to the same extent, and with the same power as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

The Combined Board shall regulate the form of proxies, the manner, time and place in which they are to be delivered and all other issues arising with respect to their use.

DATED the ____________day of_______________ , 20 ____

“Signature of Member” ____________________________________________

5.13 Procedural Code

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5.13.1 The rules of procedure for Members' Meetings, Board of Deacons and Board of Elders meetings, meetings of the Combined Board and all Committee meetings shall follow the procedures set out in Robert's New Rules of Order except where varied by the General Operating By-law.

5.14 Adjournment

5.14.1 The Chairman may, with the consent of the Members' Meeting, adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Members. Any business may be brought before or dealt with at any adjourned Meeting which might have been brought before or dealt with at the original Meeting in accordance with the notice calling the same.

6. Church Elders

6.1 Definition of Elders

6.1.1 Elders shall be a body of spiritually qualified Persons as referred to in I Timothy 3:1-7, Titus 1:5-9, II Timothy 2:24-25, and I Peter 5:1-5. They shall be elected to have oversight over the spiritual ministry of the Church. The Senior Pastor and all Associate Pastors are deemed to be Elders.

6.1.2 The number of elected Elders shall be six (6), who, together with the Deacons, shall be elected at the Annual Election Meeting in the manner as set out in this By-law.

6.2 Qualifications For Elders

6.2.1 A Person may be considered for election as a Church Elder if the Person fulfills all of the following qualifications:

(a)

(b) 

(c)

(d) 

(e)

the Person must be a Member of the Church in good standing as described in section 4.1.2 herein:

save and except for an Associate Pastor, the Person must be at least twenty- one (21) years of age;

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

the Person must have an active involvement within the Church;

the Person must fulfill the spiritual qualifications of an Elder as set out in I Timothy 3:1-7, Titus 1:5-9, II Timothy 2:24-25, I Peter 5:1-5, and Galatians 5: 22-23

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(f) the Person must be in full agreement with, uphold and be subject to the Church

(g) (h)

(i)

Constitution;

the Person must recognize that the role of Elder requires active participation in and leadership of the spiritual ministries of the Church as they are needed;

the Person must recognize that election as a Church Elder is a commitment to humble service, not a position of honor or status, nor a reward for past service; and

the Person must desire to serve with faithfulness and effectiveness.

6.3 Election of Elders

6.3.1 Church Elders shall be elected by a Resolution of the Members at the Annual Election Meeting of Members and in the manner as set out in Section 8.2. The Nominating Committee shall submit the slate of approved candidates to the Membership from which the election shall take place.

6.3.2 The Elders whose term of office continues beyond the next Annual Meeting of the Members shall form the sub-group known as the “Screening Elders” the members of which will work with the Nominating Committee to verify that a prospective candidate for the position of Elder or Deacon meets the qualifications as set out in this By-law. The Screening Elders will also review the final nomination slate presented by the Nominating Committee prior to forwarding it to the Combined Board for approval prior to presentation to the Members.

6.4 Term Of Elders

6.4.1 An Elder shall hold office for a term of three (3) years. Upon the expiration of an Elder's term of Office, the Elder shall not be eligible for re-election as an Elder until the expiration of a period of one year.

6.5 Chairman of Elders and Combined Board

6.5.1 At the first meeting of the Church Elders during each fiscal year, the Church Elders shall elect from amongst their members, one (1) Person to be their Chairman and one (1) Person to be their Vice-Chairman.

6.5.2 The Persons appointed as Chairman shall chair all meetings of the Board of Elders, the Combined Board and all meetings of the Members and shall serve as such until the first meeting of the Church Elders in the following fiscal year.

6.6 Removal of Elders

6.6.1 An Elder may be removed from his position at any time when an Elder no longer fulfills all of the qualifications of an Elder as set out in section 6.2.1 or has been otherwise disciplined under the Church Constitution, upon a seventy-five percent (75%) vote of the Board of Elders voting (excluding the Elder in question), subject to ratification by a seventy-five percent (75%) majority Resolution of the Combined Board.

6.7 Resignation of an Elder

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

6.8 Duties of Church Elders

6.8.1 The Elders shall be responsible together with the Pastor and Associate Pastors for the Spiritual and Pastoral ministry of the Church in their capacity as undershepherds of Christ and to cooperate with the Combined Board implementing such ministries. The Elders together with the Deacons, shall serve the ordinance of the Lord's Supper, shall respect the spiritual authority of the Pastor over the Church and shall serve the spiritual and pastoral needs of the Church in accordance with the direction of the Pastor.

6.8.2 The Elders shall ensure that their lifestyle does not evidence unethical or immoral conduct or behavior that is unbecoming of a Christian contrary to biblical principles (i.e. to keep free from all worldly entanglements and be above reproach in all matters of conduct and finance).

6.8.3 The Elders shall respect the ultimate spiritual authority of the Senior Pastor over the Church and shall serve the spiritual and pastoral needs of the Church in accordance with the direction of the Senior Pastor.

6.8.4 Elders (save and except pastoral staff) shall serve without remuneration, provided that they may be paid reasonable expenses incurred in the performance of their duties.

6.8.5 The Elders shall also advise and give Godly counsel to the Pastoral Staff.

6.8.6 The Elders shall meet with the Pastor and Pastoral Staff as frequently as deemed necessary by the Elders or the Pastoral Staff but in any event not less than once per year. This meeting shall be for a special review by the Elders of the Pastoral Staff and their performance in fulfilling and carrying out their duties and shall provide such direction, assistance, guidance and recommendations as the Elders consider appropriate.

6.9 Meetings of Church Elders

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  1. 6.9.1  Elders shall meet at such time and place and upon such notice as the chair or the Pastor or his delegate may determine necessary from time to time to fulfill their duties as Elders as provided for herein. Save and except as hereinafter set out, no quorum shall be required and minutes are not required to be kept of such meetings. When the Elders meet to deal with issues of membership or Church discipline or other issues resulting in formal resolutions a quorum consisting of the majority of the Elders is required and minutes of those resolutions shall be kept but such minutes shall be kept confidential.
  2. 6.9.2  The elected Elders shall be members of the Combined Board.
  3. 6.9.3  Any vacancy on the Board of Elders may be filled in the manner set out in Section 9.2.

7. Board of Deacons

7.1 Definition Of Board Of Deacons

7.1.1 The administrative and temporal affairs of the Church shall be the responsibility of the Board of Deacons and the elected members of the Board of Elders who collectively are referred to as the "Combined Board. The Board of Deacons shall consist of four (4) members who shall be elected at the Annual Election Meeting in the manner as set out in this by-law.

7.2 Provisional Board Of Deacons

7.2.1 The applicants for incorporation herein shall become the provisional members of the Combined Board whose term of office shall continue until their successors are elected. At the first Meeting of Members, the members of the Combined Board then elected shall replace the provisional members of the Combined Board named in the Letters Patent.

7.3 Qualification For Board Of Deacons

7.3.1 A Person may be considered for election to the Board of Deacons if he fulfills all of the following qualifications:

(a)

(b) (c)

the Person must be a Member in good standing as described in Section 4.1.2;

the Person must be at least twenty-one (21) years of age;

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

(d)

the Person must pattern his life after the scriptural qualifications of 1 Timothy 3:

8-19 and Acts 6:3;

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  1. (e)  the Person must recognize that membership on the Board of Deacons is a commitment to humble service, not a position of status, nor a reward for past service;
  2. (f)  the Person must recognize that membership on the Board of Deacons is not only an administrative role but shall involve active participation in, and leadership of, ministries of the Church;
  3. (g)  the Person must be in full agreement with the Church Constitution; and
  4. (h)  the Person must not be an employee, agent or individual that is receiving remuneration either directly or indirectly from the Church.

7.4 Election Of Board Of Deacons

7.4.1 The Board of Deacons shall be elected by a Resolution of the Members at the

Annual Election Meeting of Members and in the manner as set out in Section 8.2. The Nominating Committee shall submit the slate of approved candidates to the Membership from which the election shall take place.

7.5 Maximum Term Of Board Of Deacons

7.5.1 A Deacon shall hold office for a term of three (3) years. Upon the expiration of a Deacon's term of office, the Deacon shall not be eligible for re-election as a Deacon until the expiration of a period of one year.

7.6 Authority of the Board of Deacons

7.6.1 The Board of Deacons shall not, unless otherwise specifically required by the Chairman, convene regular meetings. The Deacons shall, however, serve on the Combined Board where they, together with the elected Elders shall have the authority as set out in Section 8.3.1 of this By-law. Deacons shall participate on such committees to which they have been appointed as members. Deacons shall also assist the Elders in the serving of communion.

7.7 Resignation of a Deacon

7.7.1 If the personal circumstances of any member of the Board of Deacons make it difficult for that member to devote the necessary time or energy to the work of the Board

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of Deacons, then that member of the board shall be free to resign from the Board of Deacons without embarrassment or stigma.

7.8 Removal of a Deacon

7.8.1 A Deacon may be removed from his position at any time when a Deacon no longer fulfills all of the qualifications of a Deacon as set out in Section 7.3 or has been otherwise disciplined under the Church Constitution, upon a seventy-five percent (75%) vote of the Combined Board voting (excluding the Deacon in question).

8. The Combined Board 8.1 Composition of the Combined Board

8.1.1 The Combined Board shall consist of the elected members of the Board of Elders and the members of the Board of Deacons.

8.2 Election of Elders and Deacons

8.2.1 Election of Elders and Deacons — The Nominating Committee shall present to the Members at the Annual Meeting of Members a nomination slate for the positions of Elders and Deacons as follows:

a) The name of one (1) individual nominated for each Elder position required to be filled for ratification by the Members.

b) The name of one (1) individual nominated for each Deacon position required to be filled for ratification by the Members.

A nominee for the office of Elder or Deacon must receive the affirmative vote of seventy- five percent (75%) of the Members voting at a duly constituted meeting of the membership to be duly elected to such office.

8.2.2 The Combined Board shall consist of ten (10) members, six (6) of whom shall be the elected Elders on the Board of Elders and four (4) of whom shall be the Deacons on the Board of Deacons.

8.2.3 Subject to the provisions set out in Section 8.2.4 below, the term of office of members of the Combined Board shall be three (3) years.

8.2.4 The Combined Board shall be elected and shall retire in rotation every three (3) years. At the first Meeting of Members, three (3) members of the Combined Board shall be elected to hold office until the end of the third full year after that date, three (3) members

of the Combined Board shall be elected to hold office until the end of the second full year after that date and four (4) members of the Combined Board shall be elected to hold office until the end of the first full year after that date and subsequently at each Annual Meeting of Members thereafter, members of the Combined Board shall be elected to fill the position of those members of the Combined Board whose term of office has expired and each member of the Combined Board so elected shall hold office until the end of the third full year after his election.

8.2.5 Unless otherwise specifically directed by the Combined Board, the ex-officio appointees to the Board of Elders (i.e. Senior Pastor, Associate Pastor) shall be entitled to attend and fully participate in meetings of the Combined Board but not be entitled to vote thereat

8.3 Authority of the Combined Board

8.3.1 General Authority — The Combined Board shall be responsible for the overall administrative and temporal affairs of the Church and shall make or cause to be made for the Church in its name any kind of contract which the Church may lawfully enter into, save as hereinafter provided, and generally may exercise such other powers and do such other acts and things as the Church is, by its Letters Patent, the Act, or otherwise authorized to do. The Deacons who serve on the Combined Board shall also assist the Pastor(s) and Elders in overseeing the spiritual ministry of the Church.

8.3.2 Specific Authority - Without limiting the generality of the foregoing, the Combined Boar shall be authorized to carry out the following duties and responsibilities:

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(a)

(b) 

(c)

(d)

to exercise overall responsibility over the day to day administration and operations of the Church and to oversee the expenditure of Church funds in general accordance with the approved annual budget;

to formulate and implement Policy statements as defined in section 1.1 in conjunction with the Elders and Pastor(s);

to respect the spiritual authority of the Pastor and Elders who provide
leadership for the Church and to co-operate with the Elders in implementing such ministries and programs as are determined appropriate in support of such spiritual leadership;

to oversee the Discipline of Members and Non Members pursuant to the procedures set out in the General Operating By-law;

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8.3.3

  1. (e)  to ensure that all employed personnel are fully accountable to the Combined Board;
  2. (f)  to examine, the relationship of the Pastor or Associate Pastors to the Church and if a change is deemed appropriate to ensure that a Membership Meeting of the Church is called to discuss and authorize an appropriate change;
  3. (g)  to serve together with the Pastors at the ordinance of the Lord's Supper; and
  4. (h)  to appoint such agents and engage such employees (with the exception of the Senior pastor or Associates which shall require Church Membership approval) as it deems necessary from time to time and such Persons shall have such authority and shall perform such duties as shall be prescribed by the Combined Board at the time of such appointment.

Remuneration of Employees - The reasonable remuneration for all Officers, employees and agents of the Church as determined appropriate by the Combined Board shall be fixed by the Combined Board by Resolution. Such Resolution shall have force and effect provided that such remuneration does not exceed the last approved budget of the Church, otherwise such Resolution shall require the approval of the Membership before coming into force and effect.

8.3.4 Board Report — The Combined Board shall, through the Chairman of the Combined Board, report to the Membership at the annual Membership Meeting. At the said Meeting, the Chairman shall be available to answer any questions by Members and to entertain any motion arising from the floor concerning the proceedings of the Combined Board. In addition, the Combined Board, if deemed appropriate by the Board, shall either post or distribute a brief written report as soon as possible after its meetings.

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

8.4 Conflict of Interest

8.4.1 No member of the Combined Board shall place himself in a position where there is a

9.1

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conflict of interest between his duties as a director of the Corporation and his other interests. Every member of the Combined Board who is in any way directly or indirectly interested in or may become interested in a material way in an existing or proposed contract, transaction or arrangement with the Church or who otherwise has a conflict of interest by virtue of involvement with a member of his family (with "family" defined as spouse, father, mother, child) or by the involvement of his partner, business associate or Corporation that such Board member is involved with as either a director, shareholder, officer, employer or agent, then such member of the Board shall declare his conflict of interest fully at a meeting of the Combined Board and shall withdraw from any vote thereon or any discussion, unless the Combined Board requires such member to participate in such discussion.

9. Vacancy on the Combined Board

The position of a member of the Combined Board shall be automatically vacated if any of the following situations occur:

  1. (a)  such member resigns his position as a member on the board of Deacons or Board of Elders by delivery of a written resignation to the Chairman if the Board;
  2. (b)  such member no longer fulfills all the qualifications of a Deacon or Elder as set out in this by-law
  3. (c)  such member is found to be mentally incompetent or of unsound mind;
  4. (d)  such member becomes bankrupt;
  5. (e)  such member ceases to be a Member of the Church;
  6. (f)  such member is removed from office of a Deacon or Elder in accordance with the provisions of this By-law; or
  7. (g)  such member dies.

If any vacancies should occur for any reason as set out in section 9.1 above, provided there still remains a quorum of members on the Combined Board, the Board, by a majority vote, may appoint a duly qualified person to fill the vacancy until the next Annual Meeting of Members, at which time the Nominating Committee shall nominate a person for election to the Board of Deacons or the Board of Elders, as the case may be, to fill the vacancy for the balance of the unexpired term caused by such vacancy.

9.2

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10. Meetings of the Combined Board

10.1 Regular Meetings

10.1.1 Regular meetings of the Combined Board shall be held at such time and place as shall be determined by the Chairman of the Combined Board but not less than nine (9) times a year. To the greatest extent possible, such meeting shall be held monthly. The dates for the regular Meetings shall be published in a schedule by the Chairman of the Combined Board and distributed to all members of the Combined Board as soon as possible after the Annual Meeting of Members.

10.2 Special Meetings

10.2.1Special meetings of the Combined Board may be called by the Chairman of the Combined Board or upon written request of any three (3) members of the Combined Board.

10.3 Notice of Meeting

10.3.1 All regular and special meetings of the combined Board shall be held with appropriate appropriate and due notice.

10.4 Waiver of notice

10.4.1 A member of the Combined Board may waive notice of a meeting of the Combined Board and attendance of any member at such meeting shall constitute a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.5 Omission of Notice

10.5.1 The accidental omission to give notice of any meeting of the Combined Board to, or any irregularity in the notice of any such meetings, or the non-receipt of any notice by any Deacon or Elder shall not invalidate any Resolution passed or any proceeding taken at such meeting, provided that no member of the Combined Board objects to such

omission or irregularity.

10.6 Chairman

10.6.1 The Chairman of the Combined Board shall be appointed in the manner as set out in Section 6.5.1. The Chairman shall serve for a term of one (1) year and shall be an Officer of the Church. The duties of Chairman shall be those as set out in Sections 6.5.2 and as hereinafter set out.

10.7 Vice-Chairman

10.7.1 The Vice-Chairman of the Combined Board shall be appointed by the members of then Combined Board from amongst its members at the first meeting of the Combined Board after the Annual Meeting of Members. To qualify to be Vice-Chairman, he member must be an Elder. The Vice-Chairman shall serve for term of one year and shall be an Officer of the Church. The duties of the Vice-Chairman shall be those as hereinafter set out.

10.8 Secretary

10.8.1 The Secretary of the Combined Board shall be appointed by the members of the Combined Board from amongst the members at the first meeting of the Combined Board following the Annual Meeting of Members. The Secretary shall serve for a term of one Year and shall be an Officer of the Church. The duties of the Secretary of the

Combined Board shall be those as hereinafter set out.

10.9 Quorum

10.9.1 A Quorum for a meeting of the Combined Board shall be a majority of the members of the Combined Board.

10.10 Voting Rights

10.10.1 All members of the Combined Board shall each have one vote. The Chairman shall vote in the first instance upon the calling of the questions and shall not have it a second or casting vote in the event of a tie vote. In order for a motion to pass, it must be approved by a two-thirds majority vote of those in attendance at duly constituted meeting.

10.11 Minutes

10.11.1 The Combined Board shall keep written minutes of each meeting. The Combined Board shall appoint a member of the Board to prepare and maintain such minutes.

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Due to the potentially confidential nature of matters discussed by the Combined Board the minutes shall not normally be made public or available for review by Members with the exception of matters dealing with financial considerations which shall be disclosed to a Member upon written request or such other matters upon the unanimous consent of the Combined Board. Brief written reports following the meetings shall be issued at the discretion of the Combined Board.

10.12 Meetings by Telephone

10.12.1 If all of the members of the Combined Board consent the to generally or in respect of a particular meeting, a member of the Combined Board may participate in a meeting of the Combined Board by means of a conference telephone or other communication facility as permits all Persons participating in the meeting to hear each other, and a

member of the Combined Board participating in such meeting by such means is deemed to be present at the meeting.

11. Pastor, Associate Pastor and Staff 11.1 Definition and Duties Of the Pastor

11.1.1 The Pastor shall be the spiritual overseer f the Church ad by virtue of his position shall be a member of the Church ad subject to the provisions of this By-Law, shall be entitled to attend all meetings of the Combined Board and all meetings of the Board of Elders unless otherwise directed by the Chairman of the Board of Directors. The duties and rights of the Pastor shall be as follows:

  1. (a)  the duty to spiritual leadership in conjunction with the Elders for the Church and to work in co-operation with the Combined Board in implementing such spiritual leadership;
  2. (b)  the duty to work in conjunction with the Board of Elders and the Combined Board in formulating and recommending Policy statements to the Church as may be necessary from time to time;
  3. (c)  the duty to exercise general supervisory authority, directly or by delegation, over all staff members, including Associate Pastors, shall require the approval of the Combined Board and/or the Members of the Church in accordance with the General Operating By-law as the case may be;
  4. (d)  the duty to ensure that his lifestyle does not evidence unethical or immoral conduct or behaviour that is contrary to biblical principles;
  5. (e)  the duty to be in full agreement with, uphold and be subject to the Church Constitution;

(f)

(g)

the right to be an ex-officio member with power to vote, or appoint a designate without power, on all committees and boards of the Church, with the exception of the Combined Board;

the right to receive notification and minutes of all meetings of the Combined Board, and unless otherwise directed by the Combined Board, to be present and fully participate at all such meetings, provided that the Pastor shall not be a member of the Combined Board nor have a vote thereon and shall not be present when the Combined Board is discussing his position, salary or benefits, but may, in the discretion of the Board be present when the combined Board is discussing aspects of his position.

11.2 Definition and Duties of the Associate Pastor(s)

11.2.1 If the Combined Board by Resolution determines it is necessary, subject to ratification by the Membership, Associate Pastor(s) may be called by the Church for the purpose of undertaking such ministries as the Senior Pastor and by the Combined Board determines are necessary for the Church. An Associate Pastor by virtue of this position shall be deemed to be a Member of the Church and an Elder.

11.2 Definition and Duties of the Associate Pastor(s)

11.2.1 If the Combined Board by Resolution determines it is necessary, subject to ratification by the Membership, Associate Pastor(s) may be called by the Church for the purpose of undertaking such ministries as the Senior Pastor and by the Combined Board determines are necessary for the Church. An Associate Pastor by virtue of this position shall be deemed to be a Member of the Church and an Elder.

11.3 Duties of the Associate Pastor(s)

11.3.1 An Associate Pastor shall be a Person called of God to serve the Church in an official capacity. The duties o an Associate Pastor shall be as follows:

  1. (a)  the duty to comply with the standards for Church Elders and in addition, the standards established for a Pastor(s) pursuant to the provisions of the General Operating By-law;
  2. (b)  the duty to fulfill the ministry description(s) for Associate Pastor(s) as established by the Combined Board;
  3. (c)  the duty to provide spiritual leadership and exercise prayerful and diligent care in conjunction with the Church Elders for the Church and to work in co-operation with the Combined Board in implementing such spiritual leadership and care;
  4. (d)  the duty to work in conjunction with the Church Elders and the Combined Board in formulating and recommending Policy Statements to the Church as may be necessary from time to time;

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  1. (e)  the duty to be subject to the authority and direction of the Senior Pastor;
  2. (f)  and such other duties as assigned from time to time by the Combined Board.

11.4 The Calling of Pastoral Staff

  1. 11.4.1  Establishment of a Pulpit Committee – Whenever a vacancy in the position of Senior Pastor occurs or the Church determines that an Associate Pastor is to be called, a

Pulpit Committee shall be established. It is incumbent upon the Pastor to provide as much notice as possible to the Combined Board of his intention to resign as Senior Pastor. Upon receipt of such notice, the Combined Board shall act as expeditiously as possible to establish the Pulpit Committee. The Pulpit Committee shall meet no later than thirty (30) days from the date the Combined Board is advised or otherwise becomes aware of the pending vacancy of the position of Senior Pastor.

11.4.2  Composition of Pulpit Committee – Sixty percent (60%) of the Pulpit Committee shall be appointed by the Combined Board and forty percent (40%) shall be appointed by the members provided such member appointees shall also be approved by the Combined Board The Pulpit Committee shall consist of up to eight(8) members of the Church.

11.4.3  Duties of the Pulpit committee – The duties of the Pulpit Committee shall be as follows;

  1. (a)  the duty to screen and interview pastoral candidates;
  2. (b)  the duty and responsibility to recommend to the Combined Board one (1) candidate in the calling of a Senior Pastor or an Associate Pastor, having first taken into consideration what is in the best interest of the Church as a whole, (only one name for the position of Senior Pastor or Associate Pastor shall be presented to the Combined Board at any one time);
  3. (c)  the duty to make their recommendation to the Combined Board with one hundred percent (100%) of the Pulpit Committee supporting the recommendation;
  4. (d)  the duty to be accountable to the Combined Board and;
  5. (e)  the duty to report to the Church Membership at least monthly as to the progress of the search for a pastor.

11.4.4 Term and Removal – The Pulpit Committee shall remain in effect until such time that the Combined Board determines that its useful purpose has ended. Any appointed member of the Pulpit Committee may be removed from such committee by a seventy- five percent (75%) vote of the members of the Pulpit Committee (excluding the member in question) subject to ratification by a majority Resolution of the Combined

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Board. Before the Pulpit Committee arranges for such a vote the Pulpit Committee shall first consult with the Senior Pastor and/or the Chairman of the Combined Board.

  1. 11.4.5  Recommendation – When the Pulpit Committee is prepared to make a recommendation, the recommendation of a single candidate shall be presented to the Combined Board for approval. If the Members of the Church Board present at such meeting unanimously approve the recommendation, then the recommendation shall be placed before the Membership at a Special Meeting called for the purpose of hearing the report from the Pulpit Committee and voting upon such recommendation. For such meeting to be valid, at least fifty percent (50%) of the Members having the right to vote must be present in person or be represented at the Special Meeting, Irrespective of the provision that only one candidate shall be presented to the Combined Board for approval, nothing herein shall preclude the Pulpit Committee from arranging for more than one qualified individual to attend the Church and preach before the Members prior to being asked to preach for a call.
  2. 11.4.6  Vote on Recommendation – Only one name for the position of Senior Pastor or Associate Pastor shall be presented to the Membership at any one time for consideration. Upon approval of eighty percent (80%) of Members voting who are present in person or by proxy at the Meeting of Members duly called for that purpose, a formal call will then be extended to the prospective Senior Pastor or Associate Pastor. In the event that the recommended name does not receive the approval of eighty (80%) of the Members voting or in the event that the prospective Senior Pastor or Associate Pastor does not accept the call, them the Pulpit Committee shall resume its function in finding an alternative recommendation to be made to the Membership until such time that an acceptable Senior Pastor or Associate Pastor, a the case may be, is found.

11.5 Resignation of Pastoral Staff

  1. 11.5.1  If the Pastor or an Associate Pastor wishes to resign, he shall first notify the Combined Board in writing together with an explanation and shall provide no less than thirty (30) days notice prior to the effective date if his resignation. Such resignation will be deemed to include a resignation by Pastor or Associate Pastor as a Member of the Church and, where applicable, as an ex-officio Member on all committees. It is incumbent upon the Pastor and/or Associate Pastor to provide as much notice as possible to the Combined Board of his intention to resign.
  2. 11.5.2  A Pastor or an Associate Pastor that leaves the employment of the Church for other approved ministries and/or retires and continues to fellowship with the Church on a regular basis may, together with his spouse, retain their membership with the Church with the consensus of the Combined Board.

11.6 Removal of Pastoral Staff

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  1. 11.6.1  A Pastor, or an Associate Pastor may be removed from his position with the Church for any reason upon a sixty-six and two-thirds percent (66 2/3%) majority vote of the Members present in person or represented by proxy at a Meeting of Members duly called for the purpose of authorizing the removal of the Pastor or an Associate Pastor.
  2. 11.6.2  Nothing contained in the said procedure shall prelude the Pastor or an Associate Pastor from receiving whatever notice or equivalent monetary settlement as is legally appropriate in circumstances, if any.
  3. 11.6.3  The removal of the Senior or Associate Pastor from the Church shall be deemed to constitute his removal as a Member of the Church and, where applicable, as an ex- officio Member on all committees and boards.

12. Officers

12.1 Names Of Officers

12.1.1 The Officers of the Church shall be:

(a) ( b ) (c)

(d)

(e)

Chairman of the Combined Board; Vice-Chairman of the Combined Board; Secretary of the Combined Board;

Treasurer; and

Such other officers as the Board determines appropriate from time to time.

12.2 Definition Of Officers

12.2.1 Chairman - The duties of the Chairman of the Combined Board shall be as follows: (a) to call all meetings of the Combined Board and the Board of Elders;

(b) to preside at all such meetings as the Chairman;

(c) to ensure the fairness, objectivity and completeness of matters occurring at such meetings;

  1. (d)  to prayerfully seek the guidance of the Triune God in all matters of the Churc
  2. (e)  to be permitted to express an opinion on any matter discussed at the Board of Elders or the Combined Board;
  3. (f)  to vote in the first instance when a motion is made and not to have a second or casting ballot to break a tie vote;
  4. (g)  to ensure that all directives and resolutions of the Board of Elders and Combined Board are carried into effect; and
  5. (h)  to carry out such other duties as are directed from tine to time by the Membership of the Church or by the Combined Board.

12.2.2 Vice-Chairman - In the event that the Chairman is not able to function in his position, then the Chairman shall be replaced by the Vice-Chairman of the Combined Board who shall exercise all of the authority and comply with all of the obligations of the Chairman.

12.2.3 Secretary - The Secretary shall perform or cause the Church Secretary, being an employee of the Church to perform the following duties:

  1. (a)  to faithfully note and record all of the business of Members Meetings and present the minutes of previous Membership Meetings when called upon to do

so;

(b)  to conduct all correspondence on behalf of the Church arising out of such meetings;

(c)  to publish the time and place for all Member’s Meetings with due notice;

(d)  to be the custodian of the seal of the Church which he or she shall deliver only when authorized by Resolution of the Combined Board to do so and to such Person or Persons as may be named in the said Resolution;

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  1. (e)  to be custodian of all papers and documents of the Church;
  2. (f)  to keep the records of the Church Membership, including admissions, resignations, removals, deaths and deletions therefrom;
  3. (g)  to give an annual written summary of the records of the Church Membership and changes thereto for inclusion in the annual report;
  4. (h)  to maintain a record of Church baptisms;
  5. (i)  to carry out such other duties as directed from time to time by the Combined Board or by the Membership; and
  6. (j)  in his or her absence, the duties of the Secretary shall be performed by such other Member who is temporarily acceptable to the Combined Board upon a Resolution of the Combined Board.

12.2.4 Treasurer – The Treasurer shall perform or cause to be performed the following duties:

  1. (a)  to be responsible for the disbursing of moneys on behalf of the Church;
  2. (b)  to keep an accurate cheque register;
  3. (c)  to issue and sign cheques on behalf of the Church;
  4. (d)  to maintain such records as required by the Combined Board;
  5. (e)  to pay all accounts and authorized expenses by cheque whenever practical and possible
  6. (f)  to invest funds belonging to the Church as directed by the Combined Board;
  7. (g)  to keep account of all moneys received by the Church and keep a full and accurate account of all assets, liabilities, receipts and disbursements of the Church including the following:

- recording the Church income and receipts - recording all disbursements

- preparations of monthly bank reconciliations; and - preparation of monthly financial statements

  1. (h)  to ensure that no member of the Combined Board receives any remuneration from the Church for his services as a member of the Combined Board unless

such moneys are for purposes of reimbursing such Person for legitimate expenses incurred on behalf of the Church; and

(i)  to carry out such other duties as directed from time to time by the Combined Board or the Membership.

12.3 Qualification for Officers

A Person may be considered for appointment by the Combined Board as an Officer of the Church if the Person fulfills all of the following qualifications:

  1. (a)  the Person must be a Member in good standing
  2. (b)  the Person must be at least eighteen (18) years of age;
  3. (c)  the Person must be personally omitted to Jesus Christ as Saviour and Lord and give evidence thereof;
  4. (d)  the Person must have an active involvement within the Church;
  5. (e)  the Person must be in full agreement with the Church Constitution;
  6. (f)  the Person must recognize that appointment as an Officer is a commitment to humble service, not a position of honour or status, nor a reward for past services;
  7. (g)  the Person must be potentially or actually gifted for the office; ad
  8. (h)  the Person meets all other qualifications for the position as set out in this By-law.

12.4 Election and Appointment of Officers

The Chairman, Vice-Chairman , Secretary and Treasurer of the combined Board shall be appointed by the members of the combined Board from amongst their members in accordance with the provisions of this By-law. Pursuant to Section 12.1.1 (e) of this By- law, the Combined Board may appoint any additional officers at their discretion.

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12.5 Term of Officers

All Officers, including the Chairman, Vice-Chairman and Secretary, shall serve for a one (1) year term of office.

12.6 Resignation of Officers

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

12.7 Vacancy

12.7.1 The position of an Officer shall be automatically vacated if any of the following situations occur;

  1. (a)  such Officer resigns his office by delivery of a written resignation to the Combined Board;
  2. (b)  such Officer no longer fulfills all the qualifications of an Officer as set out in section 12.3;
  3. (c)  such Officer is judged to be mentally incompetent or of unsound mind;
  4. (d)  such Officer becomes bankrupt;
  5. (e)  such Officer ceases to be a Member of the Church;
  6. (f)  such officer is under discipline;
  7. (g)  such Officer is determined by a seventy-five percent (75%) majority vote of the Members who are present in person or represented by proxy at a meeting called, to be unfit to hold office as an Officer of the Church for any reason; or
  8. (h)  such Officer dies.

12.7.2 If any vacancies should occur for any reason as set out in section 12.7.1 above, the

Combined Board may appoint a replacement for the remainder of the term.

13. Protection and Indemnity
13.1 Protection And Indemnity To Deacons, Pastors And Officers

  1. 13.1.1  Protection of Deacons, Officers and Others - Except as otherwise provided in the Act, no Deacon, Elder, Pastor or Officer of the Church shall be liable for the acts, receipts, neglects or defaults of any Deacon, Elder, Pastor or Officer or employees or for any loss, damage or expense happening to the Church through the insufficiency or deficiency or title to any property acquired by the Church or for or on behalf of the Church or for the insufficiency or deficiency of any security in or upon which any of the 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 tortuous act of any Person including any Person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or damage resulting from any dealings with any moneys, securities or other assets belonging to the Church or for any other loss, damage or misfortune which may happen in the execution of the duties of the Deacon, 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 Deacon, Elder, Pastor, and Officers of the Church shall not be under any duty or responsibility in respect of any contract, act or transaction where or not made, done or entered into in the name or on behalf of the Church, except such as shall have been submitted to and authorized or approved by the Board of Deacons.
  2. 13.1.2  Indemnity to Deacons, Elders, Officers and Others - Every Deacon, Elder, Pastor, Associate Pastor, Officer or any Member of Person (with “Person” in this section to include corporations, partnership, joint ventures, sole proprietorships, unincorporated associations, and other forms of business organizations) who as 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. (a)  all costs, charges and expenses which such Deacon, 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. (b)  all other costs, charges and expenses which he or she sustains or incurs in or

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about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.

The Church shall also indemnify any such persons as described above in such other

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

14. Nominating Committee 14.1 Definition And Duties Of Nominating Committee

14.1.1 The Nominating Committee shall be composed of the Senior Pastor, who shall be a voting member of the committee and three (3) to five (5) Members of the Church. Not later than January 31 of each year the Combined Board shall announce the number of persons required to serve on the Nominating Committee for the year commencing immediately after the Annual General Meeting. At the same time the Combined Board will also announce that until the last day of February any two Members may nominate a Person for consideration by the Elders as an appointee to the Nominating Committee providing that they obtain the consent of the nominee and confirm the nominee’s willingness to serve if appointed by the Elders pursuant to Section 14.1.2.

14.1.2 After the end of February, the Board of Elders shall appoint the members of the Nominating Committee, subject to the approval of the Combined Board, and announce the members of the Nominating Committee. Members of the Nominating Committee will serve for a term of one (1) year with no limit on the number of consecutive terms a Person may serve.

14.1.3 The Nominating Committee shall prepare and submit the name of one nominee to serve in each position of Elder and Deacon for presentation to the Members at the Annual General Meeting for ratification as provided in Section 8.2.1

The Nominating Committee shall present nominations to the Members for any other elected Church positions as the Combined Board may determine necessary

14.1.4 In carrying out duties with respect to determining candidates for the position of Elder and Deacon, the Nominating Committee shall report prospective nominees to the Screening Elders to ensure that such Persons are duly qualified to fill the position.

14.1. On completion of the nomination slate being recommended by the Nominating Committee, such slate will be submitted to the Screening Elders for approval. After approval by the Screening Elders, the slate will be submitted for approval by the Combined Board prior to presentation to the Members at least two weeks prior to the Annual Meeting of Members.

14.1.6 In addition to candidates considered for nomination by the Screening Elders and the Nominating Committee, any two (2) Members of the Church, with the written consent of the nominee, may nominate a candidate for consideration as an Elder or Deacon by the Nominating Committee. Such nomination shall be in writing and must be submitted to the Nominating Committee by the last day of February in the year of the Annual Meeting of Members.

14.1.7 The Nominating Committee shall be accountable to the Combined Board and shall perform such other duties as assigned to it from time to time by the Combined Board.

14.1.8 Members on the Nominating Committee shall serve without remuneration for their service on the Committee, provided that committee members may be paid reasonable expenses incurred in the performance of their duties.

14.1.9 The term of membership on the Nominating Committee shall be until the next Annual Members Meeting.

14.2 Chairman Of Nominating Committee

14.2.1 The Chairman of the Nominating Committee shall be appointed from amongst the membership of the Nominating Committee at the first meeting of the Nominating Committee.

14.3 Meetings Of Nominating Committee

14.3.1 The Nominating Committee shall strike its own organizational form.

14.4 Removal For Members Of Nominating Committee

14.4.1 Any member of the Nominating Committee may be removed for any reason by a

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Resolution of the Combined Board. A vacancy occurring for such removal or by a resignation from the Nominating Committee may be filled by appointment of the Combined Board.

15. Standing Committees 15.1 Definition Of Standing Committees

15.1.1 The Combined Board, by Resolution, may establish such Standing Committees as it determines necessary from time to time. Such Standing Committees may include but shall not be limited to:

  1. (a)  Nominating Committee
  2. (b)  Finance
  3. (c)  Evangelization
  4. (d)  Missions
  5. (e)  Christian Education
  6. (f)  Worship and Music
  7. (g)  Social

15.1.2 Except as otherwise provided in this By-law, the number of members for each Standing Committee and the mandate of such Standing Committee shall be determined by the Combined Board from time to time.

15.1.3 Membership on each Standing Committee shall be served without remuneration, provided that committee members may be paid reasonable expenses incurred in the performance of their duties.

15.1.4 All prospective Committee members and the Chairman of each Standing Committee

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must first be approved by the Combined Board in consultation with the Elders before being entitled to serve thereon. At least one (1) member of each Committee shall be a Pastor, Elder, Deacon.

15.2 Chairman Of Standing Committees

15.2.1 In the event only one Elder or Deacon serves on a Standing Committee, such Elder or Deacon shall usually be the Chairman of such Committee. If more than one Elder or Deacon serves on the Standing Committee, the Chairman shall be either the Elder or Deacon as appointed by the members of the Standing Committee at its first meeting

during each fiscal year. If an Elder or Deacon is unable to serve as Chairman, the Chairman shall be appointed from amongst the remaining membership of the Standing Committee.15.2.2 In the case of the Finance Committee, the Chairman may be the Treasurer. 15.3 Specific Duties Of Standing Committees

5.3.1 The (a)

(b) (c)

(d)

(e) (f)

(g)

specific duties of each Standing Committee shall:

subject to the approval of the Combined Board, be determined by the Standing Committee, together with its mandate and composition;

include the keeping of minutes of each meeting;

include the preparation of an annual budget for presentation to the Finance Committee and subsequent approval by the Combined Board and by the Membership;

be task oriented and purpose driven, keeping in mind the overall Mission and Objectives of the Church;

report to the annual meeting of Members, as directed by the Combined Board;

require that membership on such committee shall be served without remuneration, provided that a committee members may be paid reasonable expenses incurred in the performance of their duties; and

be responsible for actively renewing and recruiting its’ membership, developing, reviewing and revising its’ policies and procedures, and reporting these for

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approval by the Combined Board.

15.4 Specific Duties of Finance Committee

15.4.1 The specific duties of the Finance Committee shall be to oversee the financial operations of the Church and preparation of the financial statements and annual budget for consideration by the Combined Board and approval by the Membership.

All decisions, actions and recommendations by the Finance Committee shall be subject to review and approval by the Combined Board.

15.5 Meeting of Standing Committees

15.5.1 Standing Committees shall meet at such times as are determined by the Chairman of each Standing Committee or as directed by the Chairman of the Combined Board.

15.6 Procedures for Meetings of Standing Committees

15.6.1 Each standing committee shall establish its own organizational procedures and report its polices and procedures to the Combined Board. The policies and procedures of a committee shall facilitate good decision making, good order and efficient advancement of the mandate and goals of the committee.

15.7 Removal of Members from Standing Committees

15.7.1 Either the Combined Board or the Membership of the Church may remove any member from any Standing Committee for any reason upon a sixty-six and two-thirds percent (66 2/3%) majority vote of either the Combined Board or a Resolution of the Members at a Membership meeting duly called for that purpose, in which event the Combined Board or the Members may fill the vacancy for the remainder of the term.

16. Special Committee 16.1 Definition And Operation Of Special Committees

  1. 16.1.1  The Combined Board is authorized to appoint such Special Committees as are deemed necessary from time to time and to empower such committee or committees with such authority of directives as is deemed appropriate.
  2. 16.1.2  The members of such a Special Committee shall be appointed by the Combined Board.
  3. 16.1.3  The term of office and the duties of such Special Committee as well as the
    appointment of a Chairman of such a Special Committee shall be determined by the Combined Board unless specifically directed otherwise by the Membership. Members of

such Special Committee shall serve without remuneration, provided that such committee member may be paid reasonable expenses incurred by him in the performance of his duties.

  1. 16.1.4  The number and time of meetings of such Special Committee shall be determined by the Chairman of such Special Committee subject to the approval of the Combined Board or as directed by the Chairman of the Combined Board.
  2. 16.1.5  All Special Committees shall report to the Members through the Combined Board.
  3. 16.1.6  Each Special Committee shall establish its own organizational particulars and report its policies and procedures to the Combined Board for ratification.
  4. 16.1.7  Either the Combined Board or the Membership of the Church may remove any member from a Special Committee for any reason upon a majority vote of either the Combined Board or a Resolution of the Members at a Membership Meeting duly called for that purpose, in which event the Combined Board may fill such vacancy.

17. Rules and Regulations and Guidelines

17.1 The Combined Board may adopt by Resolution such rules, regulations of guidelines not

inconsistent with this General Operating Bylaw or the Letters Patent relating to the management and operation of the Church as the Church Board deems expedient.

17.1.2 Any rule, regulation or guideline adopted by the Church Board shall have force and effect

only until the next Annual Meeting of the Members of the Church when it shall be confirmed b Resolution of the Members voting who are present or represented by proxy at such Meeting, failing which it shall cease to have any force and effect.

18. Financial Matters And Auditors

18.1 Financial Year End

18.1.1 Unless otherwise ordered by the Combined Board, the fiscal year end of the Corporation shall be December 31st of each year.

18.2 Financial Statements and Annual Budget

  1. 18.2.1  The Finance Committee shall prepare each year prior to the Annual Meeting of Members financial statements for the preceding year prepared in accordance with the financial reporting standards of the Canadian Institute of Chartered Accountants of Charitable and Non-Profit Organizations as may be in place from time to time.
  2. 18.2.2  The Finance Committee shall prepare each year prior to the Budget Meeting an annual

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budget for the upcoming year prepared in consultation with the Chairman of each Standing and Special Committee.

  1. 18.2.3  The financial statements shall be forwarded to the Combined Board for approval at least three (3) weeks prior to the annual Meeting of Members and shall thereafter be made available to the members for review at least two (2) weeks (including two (2) Sundays) prior to the Annual Membership Meeting.
  2. 18.2.4  The financial statements shall be presented at the Annual Meeting of Members for approval by the Members by Resolution.
  3. 18.2.5  The annual budget shall be presented to a Meeting of Members called for the purpose of approving or amending such budget and such meeting shall be convened prior to the Annual Meeting. Approval of the budget shall require a Resolution passed by the Members at such a meeting where a quorum is present.

18.4 Auditor

The Members shall at each Annual Meeting of Members appoint one or more individuals as Auditor until the next Annual Meeting of Members to do the following:

(a) report to the Members of the fairness of the financial statements presented by the Finance Committee at the Annual Meeting of Members.

(b) audit the financial statements, accounts, general fund of the Church and other general funds which may be in existence from time to time and to submit the results of such audits to the Membership at the next annual Meeting of Members; and

(c) to carry out such other duties as are directed from time to time by the Board of Deacons or by the Membership.

19. General Provisions

19.1 Corporate Seal

19.1 The seal, an impression thereof is stamped in the margin hereof or as changed by resolution of Combined Board from time to time, shall be the seal of the Church.

19.2 Execution of Documents and Cheques

19.2.1 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 Combined Board shall have the power from time to time by Resolution to

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appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Directors 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 by any Officer or Officers appointed.

19.2.2 All Cheques, drafts or orders from the payment of money and all notes and acceptances and bills of exchange shall be signed in such manner as the Board of Deacons may from time to time determine by Resolution.

19.3 Head Office

19.3.1 The head office of the Corporation shall be in the Township at Brock, in the Regional Municipality of Durham, in the Province of Ontario.

19.4 Books and Records

19.4.1 The combined Board 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.

20. Amendments 20.1 Amendments To The Letters Patent

20.1.1 Notwithstanding the Act, the Letters Patent of the Church may be amended by a one hundred percent (100%) vote of the Combined Board voting at a meeting duly called for that purpose and sanctioned by an affirmative vote of at least eighty percent (80%) of the Members voting who are present in person or represented by proxy at a Membership Meeting duly called for the purpose of considering the said amendment, provided that notice of such Members Meeting shall be given in the Church Bulletin on two consecutive Sundays prior to such Membership Meeting and provided further that the notice shall state the proposed amendment and the purpose thereof.

20.2 Amendment To The By-Law

20.2.1 The By-laws of the Church not embodied in the Letters Patent may be repealed or amended by by-law and enacted by a ninety percent (90%) vote of the Combined Board voting at a meeting duly called for that purpose and sanctioned by an affirmative vote of at least eighty percent (80%) of the Members voting who are present or represented by proxy at a Membership Meeting duly called for the purpose of considering the said By-law, provided that notice of such Members Meeting shall be

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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, and provided further that the repeal or amendment of such Bylaws shall not be enforced or acted upon until the approval of the Minister of Industry and Science Canada has been obtained.

IN WITNESS WHEREOF, we the provisional members of the Combined Board of the Church have hereunto set our hands this ___4th day of ___JANUARY_______ 2004.