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Governance & Operating Bylaws

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Background:

It had been widely acknowledged within the church family that the then-current bylaw did not reflect some of the realities facing the church.

In response to concerns that bylaws did not reflect some of those realities, a number of workshops were held to consider changes. These workshops provided a number of inputs in order to hear from those in attendance.

Two recurring discussions centered on whether there should be one or two Boards leading the church, and the use of the terms Deacon and Director. At the last workshop, consensus was reached on a one Board governance, and for a neutral term of ministers rather than Deacon or Director. The Board extends thanks and appreciation to those who attended the workshops and gave their hearts and thoughts throughout the process. The attached model reflects this consensus.


 

INDEX TO GENERAL OPERATING BYLAW

last revised:  April 14, 2013

 

View Governance Documents:

 

Part 1 Definitions, Fundamental Terms, and Interpretations
       
1.1  Definitions
1.2  Fundamental Terms and interpretations


 

       1.2.1  Objects and statement of faith
       1.2.2  Interpretation
       1.2.3  Headings

   
       
Part 2 Statements: Common Elements of Faith, Church Covenant, and Mission
       
  2.1  Common elements of faith    
         2.1.2  Our Baptist distinctive    
  2.2  Church covenant    
  2.3  Mission statement    
       
Part 3 Membership    
       
  3.1  Initial corporation membership    
  3.2  Distinction between types of membership    
  3.3  Prerequisites for membership    
  3.4  Membership process    
  3.5  Privileges, rights, and duties of membership    
         3.51  Membership transferability    
  3.6  Membership roll    
  3.7  Meetings of members    
         3.7.1  Annual meeting    
         3.7.2  Fall meeting    
         3.7.3  Special meetings    
                   3.7.3.1  Other business    
         3.7.4  Notice of meetings    
                   3.7.4.1  Waiver of notice    
                   3.7.4.2  Omission of notice    
         3.7.5  Quorum for meetings    
         3.7.6  Chairperson    
       
Part 4 Board    
       
  4.1  The Board    
          4.1.2   Responsibilities and Composition of the Board    
          4.1.3   General Authority    
          4.1.4   Specific Authority    
          4.1.5   Qualifications of a Board Member     
          4.1.6   Election of Board Members    
          4.1.7   Board Chair & Vice Chair    
  4.2  Term of Office    
  4.3  Resignation of a Board Member     
  4.4  Vacancy on the Board    
  4.5  Meetings of the Board    
         4.5.1   Regular Meetings    
         4.5.2   Special Meetings    
         4.5.3   Notice of Meeting    
         4.5.4   Waiver of Notice    
         4.5.5   Omission of Notice    
         4.5.6   Quorum    
         4.5.7   Voting Rights    
                    4.5.7.1   Voting Procedures      
                    4.5.7.2   Recorded Vote     
         4.5.8   Minutes    
         4.5.9   Meetings by Telephone or Other Electronic Means    
         4.5.10 Board Report    
         4.5.11 Books and Records    
         4.5.12 Remuneration of Board Members    
         4.5.13 Conflict of Interest    
         4.5.14 Confidentiality      
       
Part 5 Officers              
       
  5.1   Names of Officers    
  5.2   Remuneration of Officers      
  5.3   Clerk    
  5.4   Treasurer    
  5.5   Conflict of Interest    
  5.6   Confidentiality      
       
Part 6 Financial Matters     
       
  6.1   Fiscal Year-End     
  6.2   Financial Audits    
          6.2.1   Internal Auditors    
  6.3   Budget Process    
  6.4  Non-Budgeted Emergency Expenditures    
  6.5  Investment and/or Indebtedness    
  6.6  Procurement Process     
       
Part 7 Pastor(s) and Staff     
       
  7.1  Pastor(s)    
         7.1.1  Rights of the Pastors shall be:     
  7.2  Pastoral Search Committee    
         7.2.1  Pastoral Search Guide    
         7.2.2  Removal    
         7.2.3  Recommendation    
                   7.2.3.1  Vote on Recommendation    
  7.3  Resignation by a Pastor      
  7.4  Removal of a Pastor    
         7.4.1  Two-Thirds    
         7.4.2  Settlement    
  7.5 Staff    
         7.5.1  Terms of Employment for Staff Members     
         7.5.2  Letter of Employment    
         7.5.3  Removal of Staff    
                   7.5.3.1  Settlement    
  7.6  Annual Review      
       
Part 8 Committees and Working Groups      
       
  8.1  Committees and Working Groups     
  8.2  Standing Committees      
  8.3  Special Committees and Working Groups    
  8.4  Resignation of Position or Committee Membership     
  8.5  Vacancy on a Committee or Group    
  8.6  Chairperson of Committees and Groups     
  8.7  Meeting of Committees and Working Groups      
  8.8  Quorum for Meetings    
       
Part 9 Protection and Indemnity     
       
  9.1  Protection of Board Members, Officers and Others    
  9.2  Indemnity to Board Members and Officers     
  9.3  Indemnity to Others    
  9.4  Officers and Directors Liability Insurance      
       
Part 10 Associations    
       
  10.1  Association    
               10.1.1  Association/Body    
               10.1.2  Partnerships    
       
Part 11 Policy Statements    
       
  11.1  Policies and Procedures    
  11.2  Approvial and/or Amendment to a Policy and/or Procedure    
       
Part 12 Rules, Regulations, and Guidelines    
       
  12.1  Rules, Regulations, Guidelines    
  12.2  Amendment, Repeal, Replacement    
  12.3  Discrepancies    
       
Part 13 General Provisions    
       
  13.1  Corporate Seal    
  13.2  Execution of Documents and Cheques     
                13.2.1  Signing Authority    
  13.3  Securities for Safekeeping    
  13.4  Head Office    
       
Part 14 Amendments    
       
  14.1  Amendments to the Letter(s) Patent    
  14.2  Amendments to this General Bylaw     
  14.3  Notice to Amend the Letters Patent and/or this General    
       
   
  Bylaw
   
  A Bylaw relating generally to the transaction of the affairs of Avenue Road Baptist Church, a not for profit corporation incorporated under the laws of Ontario.
   
  BE IT ENACTED as a Bylaw of Avenue Road Baptist Church ,Cambridge, (hereinafter referred to as the "Church") as follows:
   
   
  PART 1  DEFINITIONS, FUNDAMENTAL TERMS, AND INTERPRETATIONS
   
1.1 DEFINITIONS: In this Bylaw and all other Bylaws and Resolutions of the Church unless the context otherwise requires, the following definitions shall apply:
   
a. "Act" means the Church incorporated under the Corporations Act R.S.O. 1990, C. 38 as amended from time to time and any statute enacted in substitution thereof, and in the case of such substitution, any references in the Bylaw of the Corporation to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute or statutes,
b. "Board" the governing Board of the Church, which shall be deemed to be the Board of Directors of the Corporation pursuant to the Act,
c. "Bylaw" or "Bylaws" means any Bylaw of the Corporation from time to time in force and effect, including this General Operating Bylaw,
d. "Charitable Property" means funds and other property contributed to the Trust of the Avenue Road Baptist Church (Cambridge) for the religious and charitable purposes set out in the Declaration of Trust to be used by the Corporation in accordance with the provisions of the Trust for the charitable purposes set out in the Letters Patent of the Corporation.
e. "Church" means the legal entity incorporated as a Corporation without share capital under the Act by Letters Patent dated the 25th day of November, 2003, and named Avenue Road Baptist Church, through which its Members may have fellowship together as a New Testament Church,
f. "Corporation" means the Church as defined herein,
g. "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,
h. "General Operating Bylaw" means this Bylaw, any amendments thereto, and any other Bylaws of the Church intended to amend or replace the General Operating Bylaw herein,
i. "Letters Patent" means the Letters Patent incorporating the Church, as from time to time amended or supplemented by Supplementary Letters Patent,
j. "Meeting " means any Annual, Fall, or Special Meeting ,
k. “Non-Member” means an individual participating in the worship and ministries of the church and not a member of the church, for example, adherents.
l. "Objects" means the charitable Objects of the Corporation as contained in the Letters Patent,
m. "Statement of Faith" means the Statement of Faith and Covenant of the Church set out in Section 3 of this bylaw, and
   
1.2 FUNDAMENTAL TERMS AND INTERPRETATION
   
  1.2.1 Objects and Statement of Faith: This General Operating Bylaw and any other Bylaws of the Church shall be strictly interpreted at all times in accordance with and subject to,
i. the Objects, contained in the Letters Patent of the Corporation. If any of the provisions contained in this General Operating Bylaw are inconsistent with those contained in the Letters Patent or the Act, the provisions contained in the Letters Patent or the Act, as the case may be, shall prevail. and
ii. the Church’s Statements of Faith, Church Covenant, and Mission (see Part 2)
   
  1.2.2 Interpretation - In this General Operating Bylaw and all other Bylaws and Resolutions of the Church, unless the context otherwise requires, the following interpretations shall apply:
(a) words importing the singular number include the plural and vice versa,
(b) words importing the masculine gender include the feminine unless this Bylaw otherwise specifically provides, and
(c) words importing or referring to Person or Persons shall include individual Persons only and shall specifically exclude corporations, partnerships, trusts and unincorporated organizations.
   
  1.2.3 Headings - Headings used in this General Operating Bylaw are for convenience of reference only and shall not affect the construction or interpretation thereof.
   
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  PART 2  Statements: Common Elements of Faith, Church Covenant, and Mission
   
2.1 Common Elements of Faith: We, the Members of Avenue Road Baptist Church believe, declare, and hold the following as common elements of our personal faith in Jesus Christ:
   
i. In the Holy Scripture which is divinely inspired by God, without error, in its original text, and entirely trustworthy, as the supreme authority in matters of Christian Faith and Conduct.
ii. That there is but one true and living God who, without division in his nature, essence or being, is revealed to us as Father, Son, and Holy Spirit.
iii. In God, the Father, who created the universe and life itself, whose essence is Love and who longs to have an eternal relationship with us, as his children created in his image.
iv. In the Lord Jesus Christ as being the Son of God.  He was born in Bethlehem of Mary his mother, a virgin, as it was foretold in the Scriptures. We believe that Jesus lived a sinless human life, raised in Nazareth and that His example guides us as his disciples through his servant-hood displayed in his earthly ministry.  We believe in the historical fact of his death on the Cross, which was necessary for our salvation, in his bodily resurrection, his ascension, and the promise of his return in power.
v. In the person of the Holy Spirit, who, as both comforter and Guide, seeks to convict us of our sin, to lead us to the path of forgiveness.  We believe that the Holy Spirit is the supreme Gift of Jesus Christ, given fully to each believer at the point of faith commitment.  The Holy Spirit is our guide for daily living and our Director for the work and mission found in Jesus Christ.
vi. In the salvation of the lost and sinful through the shed blood of Jesus Christ, the regeneration by the Holy Spirit and the resurrection to eternal life in the Kingdom of God.
vii. In the baptism of believers in the Name of the Father, Son, and Holy Spirit.
viii. In the Lord’s Supper in accordance with his command.
ix.  In the unity of all true believers,
x. In the Church, as the Body of Christ, and
xi. In the sanctity of Marriage between a man and a woman.
   
2.1.2 Our Baptist Distinctive: We, the Members of Avenue Road Baptist Church believe, declare and hold the following Baptist distinctive:
   
  Biblical Authority
  Autonomy of the local church
  Priesthood of all believers
   
  Two Ordinances:
a)   Baptism by immersion – in the event that a believer is at risk due to immersion, alternate arrangements may be made.
b)   An Open Lord’s Table
   
  Individual Soul Liberty
  Saved Church Membership
  Theocratic Church Government
  Separation of Church and State
   
2.2 Church Covenant:    Having been led, as we believe, by the Spirit of God to receive the Lord Jesus Christ as our Saviour, and on the profession of our faith, having been baptized in the Name of the Father, the Son, and the Holy Ghost, we do now, solemnly covenant with each other to walk together in brotherly love and in obedience to the precepts of the Gospel;
   
i. To study the scriptures that we may ascertain the Lord’s will;
ii. To strive for the advancement of this church in knowledge, holiness, and comfort;
iii. To promote its prosperity, unity, and spirituality;
iv. To sustain its worship, ordinances, and doctrines;
v. To contribute cheerfully and regularly to the support of the ministry, the expenses of the church, the relief of the poor, and the spread of the gospel throughout the world;
vi. To exercise the great duty of prayer, both for ourselves and for others;
vii. To seek divine aid to walk circumspectly in the eye of the world that we may, by our example, as well as our teachings, win souls to Christ; We will endeavour as we have received the Lord Jesus Christ, so to walk in him, and may the God of Peace sanctify us wholly unto himself, for his Son’s sake. AMEN.
   
2.3 Mission Statement: As the people of Avenue Road Baptist Church is that  we exist to declare the reign of God in Jesus Christ, by the power of the Holy Spirit, by living God’s love: in word, in worship, in service, in community.
   
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  PART 3 MEMBERSHIP
   
3.1 Corporation Membership: Membership in the Church as a Corporation shall consis only of those Persons who satisfy the Membership requirements and process outlined here.
   
3.2 Distinction between Types of Membership
   
a) Membership – has the right to vote at Meetings of Members
b) Inactive Membership – does not have the right to vote at Meetings of Members
   
3.3 Prerequisites for Membership: A Person, of any age, shall be eligible to become a Member of the Church if in the opinion of the Board, such Person satisfies the following prerequisites and the Membership Process:
   
a) A personal profession of faith in Jesus Christ as his Saviour and Lord,
b) Has experienced baptism by immersion (exceptions made for health reasons ),
c) Is in agreement with and seeks to live out the Statements of Common Elements of Faith, Church Covenant, and Mission in Part 2.
   
3.4 Membership Process: The Board will establish and maintain a process for receiving and reviewing requests for membership. Included in the process will be the requirement to provide a copy of this bylaw to the candidate for review and discussion. Once the membership process is completed to the satisfaction of the Board, the candidate for membership will be presented by a Board recommendation at a duly called meeting of the church for a vote.
  3.4.1 After the candidate for membership has been voted into membership, then such Person shall immediately be deemed to have become a Member. A formal welcome, with the Right Hand of Fellowship, will be extended  at a worship service of the Church convenient to the new member and Pastor(s).
   
3.5 Privileges, Rights, and Duties of Membership: Church Membership shall carry the following duties, privileges and rights:
a) the duty to,
   
 i. minister to one another's spiritual needs as part of the Body of Christ,
ii. participate in Church activities and ministries as the Lord directs and personal circumstances permit to the extent allowed by this bylaw, policies, and procedures,
iii. financially support the work of the Church as the Lord directs and personal circumstances permit,
 iv. respect and submit to the spiritual authority, bylaws, policies, and procedures of the Church,
   
b) the privilege to,
   
i. attend all public worship services of the Church subject to section 12.20 herein,
ii. participate in the ordinance of the Lord’s Table,
iii. attend, speak, and participate at all Meetings of Members, and
   
c) the right to a single vote at all Meetings of Members.
   
  3.5.1 Church Membership is not transferable.
   
3.6 Membership Roll: A Roll of Members, including Inactive Members, of the Church shall be kept by the Clerk. The Roll of Members of the Church shall be reviewed annually by the Board with the assistance of the Clerk and a statement made to the Church Membership at the Annual Members Meeting .
3.7 Meetings of Members: The date, time, place, and agenda for all Members Meetings shall be set by the Board. The use of electronic technologies (i.e. webcasts, conference calls) will be decided by the membership. The membership will also determine whether members participating via such electronic means are entitled to vote.
  3.7.1 Annual Meeting: An Annual Members Meeting  shall be held no later than March 30th following the fiscal year end,
   
a) to receive necessary reports from the Board, Officers, Committees, and Pastor(s),
b) to review and approve the financial statements for the preceding year, including the Auditor's report,
c) to appoint the Auditors for the next fiscal year,
d) to transact any other business.
   
  3.7.2 Fall Meeting: A Fall Business Meeting shall be held no later than November 30th,
   
a) to review necessary progress reports from the Board, Officers, Committees, Pastor or their Designates,
b) to present, discuss, and accept the Nominating Committee Report for the coming year,
c) to present, discuss, and accept the budget for the next fiscal year, and
d) to transact any other necessary business.
   
  3.7.3 Special Meetings: At the request of the Pastor, the Chairperson of the Board members Board or a majority of the Board of Board members, or upon the request of the lesser of at least twenty-five (25) Members or ten percent (10%) of the total Membership of the Church, other Special Meetings of Members shall be called and convened within thirty (30) days of the request.
   
    3.7.3.1 Other business to be conducted at regular Meetings of the Church. The following items of business may be considered at any regular meeting of the church:
   
a) the appointment of official delegates,
b) any membership item which requires a vote of the Members.
   
  3.7.4 Notice of Meetings: Notice of all Membership Meetings (Annual, Fall Business, or Special) shall be given to Members by notice orally from the pulpit and in the Church bulletin at least two Sundays prior to the date of the Membership Meeting. The notice for all Membership Meetings shall include the date, time, place and purpose of the Meeting and shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken.
    3.7.4.1 Waiver of Notice: A Member may waive notice of a Members Meeting , and attendance of any such Person at a Members 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.
    3.7.4.2 Omission of Notice: The accidental omission to give notice of any Members Meeting  or any irregularity in the notice of any such meeting or the non-receipt of any notice by   any Member of the Corporation shall not invalidate any Resolution passed or any proceedings taken at any Members Meeting , provided that no Member objects to such omission or irregularity. Objections must be in writing to the Chairperson and be submitted prior to the approval of the minutes of the meeting in question.
   
  3.7.5 Quorum for Meetings: A quorum for all Meetings of Members shall be constituted by the presence of twenty percent (20%) of the total Membership of the Church (save and except inactive Members) for the meeting in question. No business shall be transacted at a Members Meeting  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 Members Meeting  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 but may not transact any other business and the provisions of paragraph 3.7.4 with regard to notice shall apply to such adjournment.
   
  3.7.6 Chairperson: The Board shall appointed a Chairperson for all Members Meetings whom shall only be entitled to vote in the event of an equality of votes.
   
  3.7.7 Voting Procedure: 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, At any meeting unless a secret ballot is provided, a declaration by the Chairperson that a motion has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of are fact.
    3.7.7.1 Ballot Vote: 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.
a) The membership will determine whether electronic voting will be permitted.
   
    3.7.7.2 Proxy Votes: The use of proxy votes may be used provided the following guidelines are adhered to,
   
a) The use of proxy has been approved by the Members at an earlier Members Meeting,
b) One Member present may have one proxy,
c) That proxy be designated in writing in a format approved by the Board,
d) Proxy adheres to any other guidelines set by the Board and/or Members.
   
    3.7.7.3 Advanced Polls: The use of advanced polls may be used provided the following guidelines are adhered to,
   
b) The use of advanced polls has been approved by the Members at an earlier Members Meeting,
c) The motion/question is clearly stated on the ballot,
d) The Clerk will record which members have received an advanced ballot and returned it,
e) The member casting an advanced ballot may vote at the meeting on the motion or question,
f) If the motion or question is amended at a meeting, all advanced ballots are to be uncounted and destroyed.
   
    3.7.7.4 Majority Vote: At all Meetings of Members, every question shall be determined by resolution, being a simple majority vote of fifty percent (50%) plus one (1) of those Members voting who are present, unless otherwise provided for by the Act or elsewhere in the General Operating Bylaw.
    3.7.7.5 Exception to Simple Majority Vote: There are times when more than a simple majority vote  is required. Examples of such situations include but are not limited to,
   
a) calling a pastor,
b) borrowing money on the credit of the Church,
c) issuing, selling or pledging securities of the Church,
d) charge, mortgage, hypothecate or pledge all or any of the real or Personal property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed or other debt or any other obligation or liability of the Church.
e) building relocation or expansion, and/or sale,
f) mending this General Operating Bylaw.
   
  Under such situations, and unless otherwise stipulated by this bylaw or an approved Resolution of the Membership, a three quarters (3/4) vote cast by members present at a duly called meeting is required to carry a motion.
   
  3.7.8 Procedural Code: The rules of procedure for Members Meetings, Board Meetings and all Committee Meetings shall follow agreed upon protocols. Where agreement cannot be reached, and except where required by the General Operating Bylaw, the most current edition Roberts Rules of Order will be followed. The most current edition Roberts Rules of Order will be followed for all Members Meetings.
   
  3.7.9 Adjournment: The Chairperson may with the consent of the Meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Members- Any business maybe brought before or dealt with at any adjourned Meeting which might have been brought before or dealt with at the original Meeting in accordance with the notice calling the same.
3.8 Removal From Membership: a membership shall be removed from the Membership Roll through one of the following circumstances, upon
   
a) the death of a Member,
b) A request by a Member to have his membership removed. It is recommended that such a request be made in writing to the Board together with an explanation of the reason for the request.  Upon receipt of such request for withdrawal as a Member, the Clerk shall remove the member from the Membership Roll and If applicable, the member shall be deemed to have also resigned from any position as an Officer or Board member.
c) by a Resolution of the Membership. In the event that a Member no longer meets the Statements of Common Elements of Faith, Church Covenant, and Mission, (Part 2) of this bylaw, his membership maybe terminated by a Resolution of Members at a Members Meeting . After such resolution, the Clerk shall send written notice by registered mail to such Member at his last known address to advise such Person of the termination of their Membership. The Member's Membership shall be deemed to have ceased on the date of such Members Resolution.
   
  3.8.2 The Inactive Membership Roll: In the event that a Member is habitually absent from the Church for a period of 12 consecutive months without a reasonable explanation, and personal contact or correspondence has not altered the attendance pattern, then the membership at a duly called meeting may vote to place that Person's Membership in the Church on the inactive roll., provided that the Clerk has first sent written notice by registered mail to such Person of its intention to place that Person's Membership on the inactive roll sixty (60) days thereafter.
   
    3.8.2.1 A Member who is on the inactive roll may request that the Board reinstate his Membership in the Church, in which event the Board, at its discretion shall determine whether such request shall be granted.
   
    3.8.2.2 In the event that a Member has been on the inactive roll for a period of two (2) years, then that Person's Membership maybe terminated by a Resolution of Members at a      Members Meeting , following which the Clerk shall send written notice by registered mail to such inactive Member at his or her last known address to advise such Person of  the termination of their Membership. The Member's Membership shall be deemed to have ceased on the date of such Members Resolution.
   
3.9 Resolution of Disputes among Members: While we strive to maintain Christian unity at all times, it is unfortunately inevitable that disunity and discord may arise from time to time. As a Church, we seek to address disunity and discord from a Christian perspective and as we are taught in Scripture to do (for example, Matthew 18:15-17, Luke 17:3-4, Galatians 6:1, 1 Corinthians 5:1-5, and Ephesians 4:26-27).
   
  3.9.1 Discipline Procedures: Without limiting the generality of these scriptures, the Board shall prepare, maintain, and submit for approval by the Membership, such procedures as may be necessary from time to time. The intent of any procedure is to mitigate disunity or discord among individuals, whether members, pastors, staff, or adherents. The Board and or pastor(s) when made aware of such situations shall utilize these procedures as a reasonable strategy for dealing with the parties involved.
   
  3.9.2 The Board shall insure that procedures include such matters as, but not be limited to,
   
a) The goal of discipline is the restoration to unity of the parties,
b) The circumstances giving rise for discipline,
c) The procedural steps of discipline,
d) That any incident involving a legal minor shall include notification be given to 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 discussion or meeting,
e) That any action in violation of federal, provincial, and/or municipal law shall be treated with the gravest concern and infractions shall be reported as necessary.
   
3.10 Waiver, Mediation, and Arbitration: Notwithstanding anything else contained herein, Membership in the Church is given upon the strict understanding that disciplinary proceedings and the results thereof and any other proceedings or matters arising out of the bylaw shall not give a Member cause for any legal action against either the Church, a Pastor, any staff, any Board member, any Officer, or any Member or of the Church, and the acceptance of Membership in the Church shall constitute conclusive and absolute evidence of a waiver by the Member of all rights of action, causes of action, and all claims and demands against the Church, a Pastor, any staff, any Board member, any Officer, or any Member or of the Church in relation to disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the bylaw or involving the Church in any manner whatsoever and this provision may be pleaded as a complete estoppels i.e. the prevention of an action) in the event that such action is commenced in violation hereof.
   
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  PART 4:  BOARD
   
4.1 Board: The Members will elect nine (9) Board members who will collectively become the Board.
   
  4.1.2 Responsibilities and Composition of the Board:  For purposes of the Act, the Board shall be deemed to be the Board of Directors and in this regard a Board member is a Director  of the Corporation.
    4.1.2 .1 The Board, on behalf of the Membership, is responsible for the oversight and day-to-day activities of the three primary functions of the Church: spiritual care, administration,  and missional initiatives.
    4.1.2 .2 The Board shall consist of nine (9) Members: 3 with oversight of Spiritual care, 3 with oversight of administration, and 3 with oversight of missional initiatives.
   
  4.1.3 General Authority: The Board shall make, or cause to be made on behalf of 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 on behalf of the Church as set out in its Letters Patent, the Act, or otherwise authorized to do. As the Board is accountable to the Membership, where matters exceed the authority of the Board as outlined in this bylaw, the Board will seek direction from the Membership.
   
  4.1.4 Specific Authority: Without limiting the generality of the foregoing, the Board shall be authorized to
   
(a)

In conjunction with the Pastor(s), provide spiritual leadership in the Church, and to assist the Pastor(s) in implementing such ministries and programmes that support spiritual leadership, including, but not restricted to, the following:

·         determine, in consultation with other Church leaders, when appropriate, the general responsibilities of each Pastor to ensure a co
          -ordinated ministry,

·         interview candidates for membership and/or baptism.

·         appoint Persons to assist candidates at baptism,

·         review applications for membership. removal, or dismissal,

·         review, with the Pastors and Church Clerk, the Membership roll of the Church annually for the purpose of maintaining an accurate record
          of members,

·         administer the Benevolent Fund,

·         fill the pulpit upon any vacancy caused by illness or holidays of the Pastor(s),

·         assume responsibility for all activities in the sanctuary,

·         assume responsibility for the approval of ministry leaders,

·         provide general oversight of all ministries and groups,

·         visit in co-operation with the Pastor(s), Members as necessary,

·         recommend to the Church, in consultation with the Pastors the employment of staff personnel whose duties shall be under the direction
          of the Board.

   
(b) 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;
(c) formulate and recommend Policy Statements, as defined in Part 11 to the Membership in conjunction with the Pastors and to implement those Policy Statements approved by the Membership,
(d) oversee the Discipline of Members in consultation with the Pastors pursuant to the procedures approved by the Membership,
(e) ensure that all employees of the Church are accountable to the Lead Pastor and are in agreement with, and subject to, the authority of the Church pursuant to the Statements: Common Elements of Faith, Church Covenant, and Mission as defined in Part 2,
(f) 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,
(g) conduct a performance appraisal of each Pastor at least once every two (2) years.
(h) appoint communion stewards who shall be responsible for the preparation of Communion,
(i) with the Pastor(s) schedule the officiants, servers, and prayers for each Communion,
(j) facilitate such steps as are necessary to enable the Church to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests. endowments and donations of any kind whatsoever for the purpose of furthering the Objects of the Church.
(k) appoint such agents and engage such staff as it deems necessary from time to time and such employees shall have such authority to perform such duties as shall be prescribed by the Board at the time of such appointment,
(l) prescribe such Rules and Regulations consistent with this General Operating Bylaw relating to the management and operations of the Church as the Board determines appropriate, and
(m) generally exercise such power and to do such other acts and things as the Church is by its Letters Patent, the Act, Bylaws, or otherwise authorized to exercise and do by Bylaw.
   
  4.1.5 Qualifications of a Board Member: A Member may be considered for election as a Board member if he fulfils all of the following,
   
(a)  Is listed on the Member Roll,
(b) Has membership is in good standing,
(c) Is twenty-one (21) years of age or older with power under law to contract,
(d) Must not be a Pastor, staff, or spouse of same, and
(e)

Where necessary, no more than four members of the Board may be related.

     i.        Such relations include immediate family members,

     ii.        No more than two members can be of the same family relationships,

   
  4.1.6 Election of Board Members:  Board members shall be elected through the nomination process and elected by a resolution of the Members at a duly called Members Meeting .
  4.1.7 Board Chair and Vice Chair: The Chair and Vice Chair of the Board shall be elected by Members of the Board from among themselves at the first meeting of the Board, each fiscal year.
   
4.2 Term of Office: A Board member, once elected, shall hold office for a term of up to three (3) years or until a successor is appointed. Board members shall be elected and shall retire in a rotation that involves one-third of the Board each year: 1 with oversight of spiritual care, 1 with oversight of administration, and 1 with oversight of missional initiatives.
  4.2.1 A Board member may have his or her term extended by up to three (3) years if the Membership believes that extraordinary circumstances warrant such extension; with the proviso that no further extension of the consecutive term of office for such Board member be granted.
  4.2.2 Upon the completion of the maximum term of six (6) years on the Board, a minimum absence of one (1) year is required before eligibility for re-election to the Board.
   
4.3 Resignation of a Board Member: If the personal circumstances of any Board member make it difficult to devote the necessary time or energy to the work of the Board, then that member shall be free to resign from the Board without embarrassment or stigma.
  4.3.1 A Board member choosing to resign, shall give thirty (30) days written notice, if possible, to the Chairperson of the Board, who in turn shall inform the Board, which shall have the power to accept such resignation and shall announce such resignation at the next Members Meeting . The written notice of resignation should set out the reasons for resigning from the Board.
   
4.4 Vacancy on the Board: A position on the Board shall be declared vacant if any one of the following situations occurs, if a Board member:
   
(a) resigns his/her position on the Board by delivery of the written notice of resignation to the Chairperson,
(b) no longer fulfils all the qualifications set out in section 4.1.5 above,
(c) is found to be mentally incompetent,
(d) becomes bankrupt,
(e) ceases to be a Member of the Church.
(f) is determined, through a two-thirds (2/3) majority vote of the Board and confirmed by a three-quarter (3/4)  majority vote of voting Members present at a Members Meeting  duly called for that purpose, to have evidenced either being unfit to hold office, unethical or immoral conduct, or behaviour that is unbecoming of a Christian contrary to Biblical principles, or is no longer willing to either comply with, adhere to or submit to the scriptural authority and procedures set out in Statements of Common Elements of Faith, Church Covenant and Mission (Part 2 above),
(g) dies.
   
  4.4.1 If a vacancy should occur, the Board, by a majority vote, may appoint a Member to fill such vacancy until the next Members Meeting , at which time the appointment may be ratified by the Members, or another Member shall nominated and approved by vote to fill the vacancy for the balance of the term.
   
  4.5.1 Regular Meetings: Regular Meetings of the Board shall be held at such time and place determined by the Chairperson, but not less than six (6) times a year. Dates for regular meetings shall be published in a schedule by the Chairperson and distributed to all Board members as soon as possible after each Annual Members Meeting .
  4.5.2 Special Meetings: A Special Meeting of the Board shall be called by the Chairperson if a written request for such a meeting is received from any three (3) Members of the Board.  The Chairperson shall give notice of a Special Meeting of the Board as soon as possible thereafter.
  4.5.3 Notice of Meeting: All Meetings of the Board shall be held on fourteen (14) days notice.  Notice of meetings shall be in a means (electronic and/or written) agreeable to all members of the Board, and be delivered to each Board member and/or published in the Church Bulletin on two consecutive Sunday prior to such Meeting. In the event of an
emergency the Chair may call meeting of the Board with a minimum 24 hour telephone and/or electronic notice.
  4.5.4 Waiver of Notice: A Board member may waive notice of a meeting of the Board and attendance of a Board member at such meeting shall constitute a waiver of notice of the meeting, except where such Board member 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.
  4.5.5 Omission of Notice: The accidental omission to give notice of any meeting of the Board, or any irregularity in the notice of any such meetings, or the non-receipt of any notice by any Board member, shall not invalidate any resolution passed, or any proceeding taken at such meeting, provided that no Board member objects to such omission or irregularity.
  4.5.6 Quorum: A quorum for a Meeting of the Board shall be five (5) Board members.
  4.5.7 Voting Rights: Each Board member shall have one vote. The Chairperson shall only vote in the event of an equality of votes amongst the other members of the Board.
    4.5.7.1 Voting Procedures: At all Meetings of the Board, every question shall normally be decided by a show of hands, In this case, a declaration by the Chairperson that a  resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact, and there is no need to record in the minutes the number votes for or against the resolution,
    4.5.7.2 Recorded Vote: When a recorded vote on a question is required by the Chairperson or requested by a Board member, the minutes shall include the name of each Board member present and his vote for, against, or abstaining from the resolution.
   
  4.5.8 Minutes: The Board shall keep written minutes of each meeting. Board members shall select from among themselves someone, (may include the Clerk) to prepare and maintain such minutes. Due to the potentially confidential nature of matters discussed at the Board, minutes generally are not available for review by Members. A Member may make a formal written request for access to portions of the minutes relating to a specific issue and such request will be granted upon unanimous consent of the Board.
  4.5.9 Meetings by Telephone or other Electronic Means: If all Board members consent, either at a Board Meeting by resolution, by a majority of the Board, a Meeting of the Board may be held by teleconference or by other electronic means that permits each Board member to communicate adequately with each other, provided that
a) the Board has passed a resolution addressing the mechanics of holding such Board Meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes, and
b) Board members have access to the specific means of communication to be used.
   
  4.5.10 Board Report: The Board shall, through the Chairperson, or his designate, report at the Annual Meeting and the Fall Business Meeting. At these meetings, the Chairperson of the  Board, or his designate, shall be available to answer fair questions from Members concerning the proceedings of the Board.
  4.5.11 Books and Records: The Board shall see that all necessary books and records of the Church required by the Bylaws of the Church, by any applicable statute, or law are regularly   and properly kept.
  4.5.12 Remuneration of Board Members: Board members shall serve as such without direct or indirect remuneration and no Board member shall directly or indirectly receive any profit from his or her position. Board members may be reimbursed for reasonable expenses incurred by them in the performance of their duties.
  4.5.13 Conflict of Interest: No Board member shall place himself in a position where there is a conflict of interest between his duties as a Board member and his other interests. If a Board member is directly or indirectly interested in or may become interested in a material way in an existing or proposed contract, transaction or arrangement with the Church or who otherwise has a conflict of interest by virtue of involvement with a member of his family (defined as spouse, father, mother, child, brother or sister, or spouse of such family members), or the involvement of his partner, business associate, or corporation that he is involved with as either a director, shareholder, officer, employee, or agent, then that Board member shall declare his conflict of interest fully at a meeting of the Board and shall withdraw from the meeting until such item has been dealt with.
  4.5.14 Confidentiality: Every Board member shall respect the confidentiality of matters brought before the Board or any matter dealt with in the course of the activities of the Corporation.
   
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  PART 5:  OFFICERS
   
5.1

Names of Officers: The Officers of the Church shall be,

   I.        Clerk

   II.        Treasurer

   
5.2 Remuneration of Officers: Officers of the Church shall not receive remuneration for their services. However, reimbursement shall be provided for all approved expenses incurred by  Officers in the discharging of their duties. Such remuneration may 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.
5.3 Clerk: The clerk shall be at least 21 years of age and not be a Pastor or father, mother, son, daughter, sister, brother, or spouse of a Pastor. In the absence of the Clerk, his duties shall be performed by such Member who is temporarily named by a resolution of the Board.
   
  5.3.1 The duties of the Clerk shall be as follows,
   
(a) to publish the time, place and agenda for all Membership Meetings with due notice,
(b) to record all of the business transacted at Membership Meetings and present the minutes of previous Membership Meetings when called upon to do so,
(c) to conduct all correspondence on behalf of the Church arising out of such meetings, including matters related to the appointment of Church delegates to the Annual Assembly of the Baptist Convention of Ontario and Quebec and the Annual Assembly of the Guelph Association of Baptist Churches,
(d) to conduct all correspondence, upon recommendations of the Board of Board members, relating to Church Membership including letters relating to admissions, dismissals and removals,
(e) to be the custodian of the seal of the Church which he 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,
(f) to be the custodian of all papers and documents of the church,
(g) to review the Membership Roll of the Church annually together with the Pastor and the Board of Board members for the purpose of maintaining an accurate record of active and inactive members, to keep the records of the Church Membership, including admissions, resignations, removals, deaths and deletions there from, and to present a written summary of the records and changes thereto to the Church for inclusion in the Annual Report,
(h) to maintain a record of Church baptisms,
(i) to file an annual statistical report with the Baptist Convention of Ontario and Quebec and with the Guelph Association of Baptist Churches, and
(j) to carry out such other duties as directed from time to time by the Board of Board members or by the Membership.
   
5.4 TREASURER: Must be at least 21 years old and not be a Member of the Board, or other Committee, or other Officer, Auditor or the spouse of any of the same. They cannot be a Pastor, father, mother, son, daughter, brother, sister or the spouse of a family member of same.
  5.4.1 The Treasurer shall not, as much as possible, handle any money, as this is the responsibility of the Head Teller, nor keep any envelope records which is to be the responsibility of the Financial Secretary. In his or her absence, the duties of the Treasurer may be performed by a Member who is temporarily named by a Resolution of the Board.
  5.4.2 Should the Treasurer file for bankruptcy, his position as Treasurer shall be relinquished immediately upon filing.
   
  5.4.3 The duties of the Treasurer shall be as follows,
   
(a) Recommending to the Board appropriate policies and procedures for the financial functions of the Church,
(b) issuing and signing cheques and keeping an accurate cheque register, on behalf of the Church, paying for payments approved by the appropriate Board or Committee,
(c) paying all staff members in a timely manner and maintaining payroll records,
(d) investing funds belonging to the Church as directed by the Board or Property and Finance Committee,
(e) directing the tellers to deposit the monies received by the Church into the proper bank accounts,
(f) keeping an account of all monies received by the Church and keeping a full and accurate account of all assets, liabilities, receipts, disbursements and the total contributions to the general, building and other funds of the Church as exist from time to time, including the preparation of monthly bank reconciliation and monthly financial statements for presentation at the Board or Property and Finance Committee's regular Meetings as requested,
(g) annually laying before the Members the audited financial statements approved by the Board,
(h) ensuring that no Member of the Board of Board members receives any remuneration from the Church. except where specifically permitted by law, unless such monies are for purposes of reimbursing such person for legitimate expenses incurred on behalf of the Church,
(i) Coordinating the preparation of the budget and assisting in the monitoring of same, and
(j) reporting to the Board and Committees on the status of their actual expenditures versus budget, and
(k) acting as a liaison between the Church and any professional accountant retained by the Church and to ensure that the recommendations of such accountant are implemented,
   
  5.4.4 Upon a resolution at a Members Meeting , the Members may, as an alternative to the election of a Treasurer, appoint a professional accountant to be the Treasurer, or bookkeeper, to fulfil such duties for the Church until the next Annual Meeting.
   
5.5 Conflict of Interest: No Officer shall place himself in a position where there is a conflict of interest between his duties as an Officer and his other interests. if an Officer is directly or indirectly interested in or may become interested in a material way in an existing or proposed contract, transaction, or arrangement with the Church or who otherwise has a conflict of interest by virtue of involvement with a member of his family (defined as spouse, father, mother, child, brother or sister, or spouse of such family members), or by the involvement of his partner, business associate, or corporation that he is involved with as either a director, shareholder, officer, employee, or agent, then that Officer shall declare his conflict of interest fully and shall withdraw from the meeting until such item has been dealt with.
5.6 Confidentiality: Every Officer shall respect the confidentiality of matters brought before him in the course of his  involvement in the activities of the Corporation.
   
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  PART 6:  FINANCIAL MATTERS
   
6.1 Fiscal Year End: The fiscal year of the corporation shall end on December 31st of each year.
   
6.2 Financial Audits: Annually, the Membership, by vote, shall chose between an internal audit or retaining a professional accountant to conduct an audit of financial records. When an internal audit is used, the Local Church Audit Guide, published by the Canadian Baptists of Ontario and Quebec, shall be used.
   
  6.2.1 Internal Auditors, need not be Members of the Church, and shall:
   
a) not be a Board member,
b) not an Officer of the Church,
c) be at least three (3) in number and shall hold office until the next Annual Members Meeting,
d) perform all, or any, of the duties with a minimum of two (2) auditors.
e) provide to the Annual Members Meeting  an opinion on the fairness of the financial statements,
f) audit the financial statements, accounts, general fund and other funds of the Church which may be in existence from time to time in accordance with generally accepted accounting principles,
g) carry out such related duties as directed from time to time by the Board or by the Members,
   
6.3 Budget Process: the Treasurer shall oversee the budget process and present it to the Board for review and comments in advance of the Fall Meeting. Except for an emergency, or oversight in the budget, no spending shall occur beyond those authorized in the approved budget without the approval of the membership at a duly called meeting.
6.4 Non-Budgeted Emergency Expenditures: in the event of an emergency, where funds for such expenditure has not been approved in the budget, the Board may authorize such expenditures as necessary to remedy said emergencies subject to the limitation of $5,000 per incident. Such expenditure shall be communicated to the members as expediently as possible. Expenditures in excess of $5,000 requires approval by the membership at a duly called members meeting.
6.5 Investment and/or indebtedness: the Board may authorize any Board member or Officer of the Church to make arrangements with reference to money borrowed or to be borrowed as to the terms and conditions of the loan thereof, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize and generally to manage, transact and settle the borrowing of money by the Church.
6.6 Procurement Process: in order to exercise due diligence, and where appropriate and possible, procurement of products and services shall be subject to at least three written quotes prior to securing services or products.
   
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  PART 7:  PASTORS and STAFF
   
7.1 Pastor(s): The Pastor(s) shall provide the primary spiritual oversight of the Church and shall be deemed by virtue of his position to be a Member of the Church. The duties, responsibilities, and remuneration of the Pastor shall be outlined in a Letter of Employment. All pastors shall meet the requirements of and adhere to “A Plan to Protect.”
   
  7.1.1 The Rights of the Pastor(s) shall be:
   
(a) to attend meetings of the Board as an ex-officio Member without vote,
(b) to receive notification and minutes of all Meetings of the Board,
(c) shall not be present when the Board is discussing salary or benefits,
(d) may be asked to withdraw from meetings at the Boards discretion.
   
7.2 Pastoral Search Committee: Whenever a vacancy in the Position of Pastor occurs or the Church determines that an associate Pastor is to be called, a Pastoral search Committee shall be established. The Pastoral Search Committee shall consist of five (5) Members elected by resolution of the Membership at a duly called Membership Meeting. The candidates shall be nominated in accordance with the Nominating process.  In the event of a search for an Associate Pastor, or other pastoral position, the Lead Pastor shall serve on the Pastoral Search Committee.
   
  7.2.1

Pastoral Search Guide: The Pastoral Search Committee shall utilize, as appropriate, the Procedure Manual for Pastoral Search Teams, published by the Canadian Baptists of Ontario and Quebec (CBOQ). In addition, the committee will,

    i.   serve until the vacancy has been filled and the pastor has been inducted into the Church’s ministry,

    ii.  notify the Director of Leadership Development at the Canadian Baptists of Ontario and Quebec of the vacancy and seek assistance and resources for the search process,

    iii. recommend to the Membership a candidate whose credentials are acceptable to the Baptist Convention of Ontario and Quebec,

    iv. make their recommendation on an unanimous basis.

   
  7.2.2 Removal: A Member of the Pastoral Search Committee may be removed by his or her voluntary resignation in writing to the Board, or by a seventy-five percent (75%) vote of the Members voting who are present at a Members Meeting  duly called for that purpose.
   
  7.2.3 Recommendation: The recommendation to Call a Pastor shall be placed before the Membership at a Meeting called for the purpose of hearing the report from the Pastoral Search Committee and voting upon such recommendation. Notice of such meeting shall be given from the pulpit during the Sunday Service at least two (2) Sundays prior to the meeting.
    7.2.3.1

Vote on Recommendation: Only one candidate shall be presented to the Membership at any one time for consideration. Upon approval of ninety percent (90%) of Members voting who are present at the Members Meeting duly called for that purpose, a formal call will then be extended to the successful candidate.

In the event that the recommended name does not receive the approval of ninety percent (90%) of the Members voting, or in the event that the candidate does not accept the call, then the Pastoral Search Committee shall resume its function in finding and presenting another candidate recommendation.

   
7.3 Resignation by a Pastor: If a Pastor wishes to resign, he shall first notify the Board in writing together with an explanation and shall provide no less than sixty (60) days notice prior to the effective date of his resignation, unless there are extraordinary circumstances. Such resignation will be deemed to include a resignation by the Pastor as a Member of the Church and where applicable, as an ex-officio Member on all Committees.
   
7.4 Removal of a Pastor
  7.4.1 A Pastor may be removed from his position with the Church upon a two thirds (2/3) majority vote of the Members voting at a Members Meeting  duly called. Notice of such meeting shall include a written notice indicating the intent to remove the pastor, being mailed to all Members, at their last known address, at least thirty (30) days prior to such meeting.
  7.4.2 Nothing contained in the said procedure shall preclude a Pastor from receiving whatever notice or equivalent monetary settlement is legally appropriate in the circumstances. In the event of a disagreement between the Church and a Pastor concerning the amount of notice or monetary settlement that is appropriate, or the manner in which a Pastor has been removed, and prior any legal action the matter shall be referred to a Person or Persons mutually acceptable to the Church and the Pastor where efforts to resolve any issue is resolved to the mutual satisfaction of both parties. Both parties are encouraged to approach such discussion in a spirit of conciliation worthy of maintaining a Christian witness to the Church and the community at large.
   
7.5 Staff
   
  7.5.1 Terms of Employment for Staff Members: All staff members who are in whole or in part involved in ministries of the Church shall be required to give evidence that they agreement with the Statements of Common Elements of Faith, Church Covenant, and Mission (Part 2 above). All staff shall meet the requirements of and adhere to “A Plan to Protect.”
  7.5.2 Letter of Employment: each staff Member shall receive, review, and sign a Letter of Employment with the Church. All Letters of Employments shall provide, in addition to any other applicable matters involving duties and remuneration, that the staff member recognizes and agrees that employment or ongoing contract work with the Church requires that the lifestyle of such staff member must not evidence unethical or immoral conduct or behaviour that in the opinion of the Board is contrary to Biblical principles, and as such, the staff member will be subject to the authority of the Church as expressed in this bylaw, including provisions dealing with Discipline, in the same manner as if such staff member was a Member of the Church.
   
  7.5.3 Removal of Staff: A staff person may be removed from his position with the Church upon a two thirds (2/3) majority vote of the Members voting at a Members Meeting  duly called. Notice of such meeting shall include a written notice indicating the intent to remove the staff, being mailed to all Members, at their last known address, at least thirty (30) days prior to such meeting.
    7.5.3.1 Nothing contained in the said procedure shall preclude a member of the staff from receiving whatever notice or equivalent monetary settlement is legally appropriate in the circumstances. In the event of a disagreement between the Church and a staff person concerning the amount of notice or monetary settlement that is appropriate, or the manner in which a staff has been removed, and prior any legal action the matter shall be referred to a Person or Persons mutually acceptable to the Church and the staff where efforts to resolve any issue is resolved to the mutual satisfaction of both parties. Both parties are encouraged to approach such discussion in a spirit of conciliation worthy of maintaining a Christian witness to the Church and the community at large.
   
7.6 Annual Review: Annually the Board shall review the salaries and benefits for each pastor and staff person. The resulting recommendations shall be submitted to Budget process.
   
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  PART 8:  COMMITTEES AND WORKING GROUPS
   
8.1 Committees and Working Groups may be formed in order to facilitate the church’s Mission Statement and its day to day operations. Committees and Working Groups shall be established utilizing the following guidelines,
   
a) the Board and/or the membership may form committees and working groups,
b) the Board and/or membership is to establish the committee and/or groups mandate, responsibilities, authorities, parameters, and reporting mechanisms,
c) Where appropriate and/or required, all committees and working groups shall meet the requirements of and adhere to “A Plan to Protect.”
   
8.2 Standing Committees: Standing committees shall consist of at least three (3) elected members, plus a Board representative. One third of the members of each committee shall be elected each year through the nomination process. No member shall serve for more than two consecutive three (3) year terms unless the Church Membership votes to permit a member to be elected for one additional  term. Upon the completion of the maximum six (6) term, a minimum of a one year absence is required before eligibility for re-nomination on the committee.
 

The following Standing Committees shall be established, mandated, and be responsible to the Board Ministers with oversight.

i.              Accessibility Committee

ii.             Missions Committee,

iii.            Nominations Committee, and

iv.            Property & Facilities Committee,

   
8.3 Special Committees and Working Groups: Special Committees and Working Groups may be formed by the Board or Membership within the following guidelines:
   
a) Be accountable to the Membership or Board that organized it,
b) Consist of at least two (2) Members of the Church,
c) Encourage the involvement of non-members,
d) Be provided a written mandate,
e) Members of such committees and/or groups shall serve without remuneration,
f) Members of such committees and/or groups shall be eligible for reimbursement for reasonable expenses incurred in the performance of his or her duties, and
   
8.4 RESIGNATION OF POSITION OR COMMITTEE MEMBERSHIP: If a committee member 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, if possible, 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 and if necessary make an appointment to fill the vacancy. Such appointments will be ratified by the membership through the nomination process.
   
8.5 Vacancy on a Committee or Group: Any position on a committee or groups shall be automatically vacated if any of the following situations occur:
   
(a) such person resigns by delivery of a written resignation to the Board,
(b) such person is found to be mentally incompetent or of unsound mind,
(c) such person, in the opinion of a two thirds (2/3) majority vote of the Board and confirmed by a two thirds (2/3) majority vote of the Members at a Members Meeting  called for that purpose, evidenced unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to Biblical principles, or is no longer willing to comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution,
(d) such person dies.
   
8.6 Chairperson of committees and groups: If a Chairperson has not been appointed by the Board or Members forming the committee or working group, a Chairperson shall be appointed from amongst its members at the first meeting of the committee or working group.  
   
  8.6.1 The duties of the Chairperson of a Board or Committee shall be as follows:
   
(a) to call all meetings,
(b) to preside at all such meetings as the Chairperson,
(c) to prepare an agenda for all meetings,
(d) to ensure the fairness, objectivity and completeness of matters occurring at such meetings,
(e) to conduct such meetings in a consensus building manner,
(f) to be permitted to express an opinion on any matter discussed,
(g) to vote only when a deciding vote is necessary at any meeting,
(h) to ensure that all directives and resolutions are carried into effect, and
(i) to carry out such other related duties as are directed from time to time by the Membership of the Church or by the Board of Board members.
   
8.7 Meeting of Committees and Working Groups: Committees and groups shall meet at such times as are determined by the Chairperson of the Committee.
8.8 Quorum for Meetings: A majority of the members of each committee or working group shall constitute a quorum.
   
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  PART 9:  PROTECTION and INDEMNITY
   
9.1 Protection of Board members, Officers, and Others: Except as otherwise provided in the Act, no Board member, Pastor, or Officer of the Church shall be liable for the acts, receipts, neglects or defaults of any other Board member, Pastor, or Officer or employee or for any loss, damage or expense happening to the Church through the insufficiency or deficiency of title to any property acquired by the Church or for or on behalf of the Church or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Church shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any Person including any Person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Church or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Board members, Pastor, or Officer's respective office or trust or in relation thereto unless the same shall happen by or through such Person's wilful neglect or default.

The Board members, 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 Board members.
   
9.2 Indemnity to Board members and Officers: Every Board member, 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:
   
(a) all costs, charges and expenses whatsoever which such Board member, Pastor, Officer or any other Member of the Church or Person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against the Members, Officers and other Persons in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of his or her office or in respect of any such liability, except such costs, charges or expenses as are occasioned by their own wilful neglect or default, and
(b) all other costs, charges and expenses which the Members, Officers and other Persons sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.
   
9.3 Indemnity to Others: the Church shall also indemnify any such Persons as described above in such other circumstances as the Act or law permits or requires. Nothing in this By­law shall limit the right of any Person entitled to indemnity to choose indemnity apart from the provision of this Bylaw to the extent permitted by the Act or law.
9.4 Officers and Directors Liability Insurance: in accordance with the requirements of the Charities Accounting Act, the Church is specifically authorized to purchase Directors and Officers liability insurance to mitigate the risks it has undertaken. Such costs are to be included in the budget process.
   
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   PART 10:  ASSOCIATION
   
10.1 Association: The Church may associate and/or partner with such organizations and associations as the Members may determine from time to time by a two thirds majority vote at a Membership Meeting duly called for that purpose.
   
  10.1.1 the Church shall be a member of and support,
   
a) the Guelph Association of Baptist Churches, and
b) the Canadian Baptists of Ontario and Quebec (CBOQ), a federally Incorporated Body,
   
  10.1.2 The Church shall partner with and support,
   
a) Canadian Baptist Women of Ontario & Quebec (CBWOQ),
b) Canadian Baptist Ministries (CBM), and
c) Camp Hermosa.
   
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  PART 11:  Policies and Procedures
   
11.1 Policies and Procedures: In consideration of the ongoing need for the Church to provide policies, guidelines, and directions to its Members on administrative, practical applications of Biblical principles, teachings, doctrinal considerations, Christian conduct and procedural directives, the Church may adopt such Policies and/or Procedures as are deemed necessary from time to time by the Board and upon adoption as set out below shall be deemed to be a part of this General Operating Bylaw and the Constitution.
11.2 Approval and/or Amendment to a Policy and/or Procedure: A policy and/or procedure may be approved and/or amended be amended by a ninety percent (90%) vote of the Board voting and ratified by a seventy-five (75%) majority vote of the Members at a Membership Meeting duly called for that purpose.
   
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  PART 12:  RULES, REGULATIONS, and GUIDELINES
   
12.1 The Board or the Membership may by Resolution adopt, amend, or repeal, Rules, Regulations or Guidelines not inconsistent with this General Operating Bylaw relating to the management and operation of the Church as they may deem appropriate from time to time.
12.2 Any Rule or Regulation adopted by shall continue to have force and effect until amended, repealed, or replaced by a subsequent Resolution of the Board or by the Membership.
12.3 In the event of a discrepancy between any Rule, Regulations or Guideline adopted by the Board or by the Membership, shall prevail provided that such Rule, Regulation or Guideline is not inconsistent with the Act, the Letters Patent, or this Bylaw.
   
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  PART 13:  GENERAL PROVISIONS
   
13.1

Corporate Seal: The seal, an impression thereof is stamped in the margin hereof or as changed by Resolution of the Board from time to time, shall be the seal of the Church.

   
13.2 Execution of Documents and Cheques: Where approval has been given to the Board, a Committee, or the Treasurer, (i.e. in the budget or by resolution), that Board, Committee, or Treasurer is authorized to execute appropriate documents, contracts, or any instruments in writing requiring the signature of the Church. Such documents shall be signed by the appropriate Chairperson, or in their absence, their designate. All contracts, documents and instruments in writing so signed shall be binding upon the Church without further authorization or formality.
  13.2.1 Membership approval must be obtained at a Membership Meeting, duly called for the purpose of considering this action prior to the signing of any obligation in excess of Five Thousand Dollars ($5,000.00). The Board shall have the power from time to time by Resolution to appoint two other Board members or Officers on behalf of the Church to specifically sign documents and instruments in writing and such authority may be general or confined to specific instances. The Board may give the Church's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Church. The seal of the Church when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid.
   
13.3 Securities for Safekeeping: The securities of the Church shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Church signed by the Chairperson of the Board or in his/her absence, the Vice Chair. The Board shall have the power from time to time, by resolution to appoint 2 other Persons on behalf of the Church to specifically sign on behalf of the Church and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
   
13.4 Head Office: The head office of the Church shall be in the City of Cambridge, in the Region of Waterloo and Province of Ontario.
   
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  PART 14:  AMENDMENTS
   
14.1 Amendment(s) to the Letters Patent: Notwithstanding the Act, the Letters Patent of the Church may only be amended by a seventy-five percent (75%) vote of the Board voting at a Meeting duly called for that purpose and ratified by an affirmative vote of at least eighty percent (80%) of the Members at a Membership Meeting duly called for the purpose of considering the said amendment(s).
14.2 Amendments to this General Bylaw: The Bylaws of the Church not embodied in the Letters Patent may be repealed or amended and enacted by a seventy-five percent (75%) vote of the Members present at a Membership Meeting duly called for the purpose of considering the said Bylaw.
14.3 Notice to Amend the Letters Patent and/or this General Bylaw: Notice of Meeting to amend either the Letters Patent and/or this General Bylaw shall be given in the Church Bulletin on four consecutive Sundays prior to such Membership Meeting. Such notice shall state the date, time, location of the meeting, and the proposed amendment and rationale for such amendment. Copies of the Notice of Meeting and proposed amendment(s) shall be posted and copies made available for Members to review and consider.
   
   
   
   
   
   
   
   
   
   
 

 

 

 

 

      

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"The Bible makes abundantly clear, again and again ... that God uses the most messed-up, flawed, not-good-enough
people to do His will ... , because messed-up, flawed, not-good-enough people are all He has to choose from."

... Ruth Soukup