Constitution & By-Laws

By-Law #1: Constitution

A By-law relating to the constitutional affairs and membership of Elim Fellowship Canada (the “Corporation”).

Be it enacted as a By-law of the Corporation as follows:

ARTICLE 1 – MISSION STATEMENT

The mission of Elim Fellowship Canada is to glorify God and His Son, Jesus Christ, and to obey Christ’s mandate to preach the Gospel and make disciples of all nations. To this end we are committed to serving and equipping our worldwide constituency in carrying out their respective missions.

ARTICLE 2 – STATEMENT OF PURPOSE

The purpose of Elim Fellowship Canada is to provide visionary leadership, spiritual covering, pastoral care, mutual accountability, ministry resources and fellowship for its credential holders, affiliated churches and ministries. We also purpose to fellowship with, encourage and edify the whole Body of Christ.

ARTICLE 3 – CORE VALUES

We are committed to:

• evangelistic fervour and witness to the gospel in Canada and other nations;
• serving with simplicity and sacrifice;
• an authority of influence without control;
• the ministry of reconciliation in restoring broken lives, relationships, churches and ministries;
• an emphasis of intimate worship and the manifestation of spiritual gifts among our constituency;
• discerning, pursuing and participating in any fresh emphasis or revival of the Holy Spirit;
• promoting relationships of integrity throughout the Body of Christ, encompassing both genders, all races and all ethnic groups;
• being a people pursuing God’s Presence; prayer and intercession;
• recognition and affirmation of the diversity of gifts, offices and functions within the Body of Christ; and,
• recognition of Five Fold ministry gifts.

ARTICLE 4 – STATEMENT OF FAITH

1. We believe that all Scripture is inspired by God, completely trustworthy and true in all that it teaches, and the final authority for faith and life.”  (2 Tim 3:16–17; 2 Pet 1:20–21)

2. We believe in the triune Godhead as eternally existent in three co equal persons: Father, Son and Holy Spirit. (2 Cor. 13:14)

3. We believe in the deity of Jesus Christ, in His virgin birth, in His sinless life, in His miracles, in His sacrificial death on our behalf and His shed blood, in His bodily resurrection, in His ascension to the right hand of the Father, and in His present priestly ministry. (1 Tim. 3:16, Rom. 3:25,26)

4. We believe in evangelistic and missionary fervour and endeavour in obedience to Christ’s Commission in the power of the Holy Spirit  (Matt. 28:18-20, Mark 16:15-16, Acts 1:8)

5. We believe that for the salvation of lost and sinful man, regeneration by the Holy Spirit is absolutely essential. We further believe that God, by His power, keeps those who are His. (Ezekiel 36:26–27, John 3:3–6, Titus 3:5, John 10:27–29, Jude 24,25)

6. We believe that God calls His people to sanctification — hearts and lives set apart to Him — and that by His Spirit we are enabled to live victorious over sin and to grow in holiness as the Bride of Christ.

7. We believe in the Baptism of the Holy Spirit as on the day of Pentecost and in the continuing ministry of the Holy Spirit as evidenced in charismatic gifts and ministries, and in His fruit in the life of the believer. (Acts2:4, Acts 10:44-46, Acts 19:6, Eph. 4:11, 1Cor.12:8-11, Gal.5:22,23)

8. We believe that divine healing is obtained on the basis of the Atonement. (1Peter 2:24, Matt. 8:17)

9. We believe in Christ’s imminent personal, visible return in power and great glory and in His present and everlasting dominion. (Acts 1:11, Rev. 1:7-8, Dan.7:14, Revelation 11:15)

10. We believe in the resurrection of both the saved and the lost; the resurrection of the righteous to eternal life and of the unrighteous to eternal judgment. (John 5:28-29, Rev.20:15)

11. We believe that sexual purity is a necessary expression for all God’s children and requires abstinence from adultery, fornication, incest, homosexuality or other sexual relationships or practices forbidden by Scripture. (Heb.13:4, 1Cor.6:18, Lev.18:1-30)

12. We believe that God created mankind as two distinct sexes: male and female, and that each person affirms God’s infinite wisdom by living in alignment with their biological sex. (Gen 1:26-28; Matt 19:4-5)

13. We believe that marriage is the uniting of one man and one woman in covenant commitment for a lifetime and a sacred institution established by God. (Matt.19:4-6)

14. We believe that since mankind is created in God’s image, human life is of inestimable worth and significance in all its dimensions, from conception to the grave. (Gen. 1:27; Psalm 139:13-14)

15. We believe that Baptism is for believers in the Lord Jesus Christ and is to be administered by immersion, thus bearing witness to the gospel of Christ’s death, burial and resurrection for us, and our own new life in Him. (Matt. 28:19; Rom. 6:4)

16. We believe that Communion, when shared by believers, witnesses to the saving and healing  power of the gospel, to Christ’s presence in His church, and looks forward to His victorious return. (I Cor. 11:23-26)

“In essentials, unity;
in non-essentials, liberty;
in all things, charity.”
(St. Augustine)

By-law #2

A By-law relating to the transaction of the activities and general affairs of Elim Fellowship Canada (the “Corporation”).

WHEREAS the Corporation recognizes that God is now moving in the earth to restore the Church to the fullness of its original power, purity and order;

AND WHEREAS it is an objective of the Corporation to build up the mystical body of Christ for fellowship, counsel and instruction in the Word of God and the work of the ministry, and for the exercise of spiritual gifts and of offices provided for in the New Testament;

AND WHEREAS the Corporation recognizes itself as a cooperative fellowship of members of Christ of like precious faith throughout Canada and other lands to promote scriptural order, worship, unity and fellowship in the work of the Lord, endeavoring to keep the unity of the faith and knowledge of the Son of God, unto a perfect man, unto the measure of the stature of the fullness of Christ;

AND WHEREAS in all the deliberations of the Corporation Jesus Christ is to be honoured as Head of the Corporation and recognized as such by each individual member.

BE IT ENACTED as a by-law of the Corporation as follows:

ARTICLE 1 – INTERPRETATION

     1. Interpretation

In all by-laws and resolutions of the Corporation, the singular shall include the plural and the plural the singular, and the masculine shall include the feminine. Whenever reference is made in any by-law or any special resolution of the Corporation to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be. The use of headings and the division of the contents into groupings thereunder in this by-law is for convenience of reference only and shall not affect the interpretation of the provisions hereof.

     2. Definitions

i.  “Act” means the Canada Not-for-profit Corporations Act (S.C. 2009, c. 23) (Canada) including any regulations made pursuant to the Act, and any statute or regulations that may be substituted therefore, and as from time to time amended;

ii. “Articles” means any instrument or document that incorporates the Corporation or modifies its incorporating document or instrument, including restated articles of incorporation, articles of amendment, letters patent, and supplementary letters patent;

iii. “Board” means the Board of Directors of the Corporation;

iv. “By-law” or “By-laws” means this By-law (including the schedules to this By-law) and all other By-laws of the Corporation as amended and which are, from time to time, in force and effect;

v. “Chairperson” means the Person who holds the office of the Chairperson of the Corporation, and the Chairperson is the chair for the purposes of the Act, provided that the Person holding the office of Chairperson shall simultaneously hold the office of Vice-President, and references to the “Chairperson” or “Vice-President” in the Articles, By-laws or Policies of the Corporation shall be interchangeable and construed as referring to the same office, as the context requires.

vi. “Certificate of Affiliation” means a formal document issued by an approved organization, association, or governing body confirming that an individual, entity, or subordinate body holds one of the categories of credentials outlined in article 14.1;

vii. “Corporation” means the Corporation that has passed these By-laws under the Act or that is deemed to have passed these By-laws under the Act;

viii. “Delegates” means the individual duly appointed, elected, or otherwise authorized by a Partner Church to be a Member, and who shall be empowered to vote, speak, and participate in meetings of the Members as a representative of the Partner Church;

ix. “Director” means a member of the Board;

x. “Employee” means any Person who has entered into a contract of employment with the Corporation;

xi. “Executive-Director” means the Person elected or appointed to the paid position of Executive Director of the Corporation, provided that the Person holding the office of Executive Director shall simultaneously hold the office of President, and references to the “Executive Director” or “President” in the Articles, By-laws or Policies of the Corporation shall be interchangeable and construed as referring to the same office, as the context requires;

xii. “Ex Officio” means membership “by virtue of office” and includes all rights and responsibilities, unless otherwise specified;

xiii. “Fundamental Changes” means such amendments to the Articles, which, in effect, do any of the items listed in Part 13 of the Act;

xiv. “Head Office” shall mean the Corporations office which shall be located in the Province of Ontario unless otherwise set forth by the Directors by Ordinary Resolution;

xv. “Holiday” means any Saturday, Sunday or statutory or declared holiday observed in Canada or Ontario and any other day which the Corporation is not open to the public;

xvi. “Member(s)” and “Membership” means members of the Corporation as described in article 3.1;

xvii. “Officer” means an officer of the Corporation;

xviii. “Ordinary Resolution” means a resolution passed by the Directors or Members by at least a majority of the votes cast at any meeting of the Board or Members duly called for that purpose;

xix. “Partner Churches” means a church who satisfies the requirements listed in article 3.2;

xx. “Person” means an individual;

xxi. “Policy” or “Policies” means a policy adopted by the Board in accordance with article 5.12;

xxii. “President” means the Person who holds the office of the President of the Corporation, provided that the Person holding the office of President shall simultaneously hold the office of Executive Director, and references to the “President” or “Executive Director” in the Articles, By-laws or Policies of the Corporation shall be interchangeable and construed as referring to the same office, as the context requires;

xxiii. “Secretary” means the Person who holds the office of the secretary of the Corporation;

xxiv. “Special Meeting” means any meeting of the Members other than the annual general meeting;

xxv. “Special Resolution” means a resolution passed by the Directors or Members by at least two-thirds of the votes cast at any meeting of the Board or Members duly called for that purpose;

xxvi. “Treasurer” means the Person who holds the office of treasurer of the Corporation; and,

xxvii. “Vice-President” means the Person who holds the office of the Vice-President of the Corporation, and the Vice-President is the chair for the purposes of the Act, provided that the Person holding the office of Vice-President shall simultaneously hold the office of Chairperson, and references to the “Vice-President” or “Chairperson” in the Articles, By-laws or Policies of the Corporation shall be interchangeable and construed as referring to the same office, as the context requires.

ARTICLE 2 – GENERAL

1. Head Office

The Head Office of the Corporation shall in the Province of Ontario, or in such other place in Canada as the Directors of the Corporation may from time to time determine, and the Corporation may establish such other offices elsewhere within or outside Canada, as it deems expedient.

2. Corporate Seal

The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.

3. Financial Year

Until changed by resolution of the Directors of the Corporation, the fiscal year of the Corporation shall end on the 31st day of December in each year.

4. Execution of Instruments

Contracts, documents or instruments in writing requiring the signature of the Corporation shall be signed by the President and the Secretary, or either the President or the Secretary and one other Director, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Directors are authorized from time to time by resolution to appoint any Officer or Officers or any Person or Persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. The corporate seal of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by any Officer or Officers, Person or Persons, appointed as aforesaid by resolution of the Directors.

ARTICLE 3 – Membership

1. Membership

  i. The Membership of the Corporation shall consist of:

    a) The applicants for the incorporation of the Corporation;

    b) Each Partner Church meeting the conditions of Membership set out in sub-article 3.2 hereof whose application for Membership in the Corporation has been approved by the Council of Elders pursuant to sub-article 3.4 hereof; and

    c) Any individual holding a valid Certificate of Affiliation issued in accordance with article 14 hereof.

2. Conditions of Membership for Partner Churches

  i. Membership shall only be provided to Partner Churches that meet the following conditions:

    a) Adherence to the basic principles and teaching of Elim Fellowship Canada, as set out in the Statement of Faith annexed hereto.

    b) A record of all business meetings is kept by the secretary of the Church.

    c) A record is kept of funds received and disbursed by the Treasurer of the Church.

    d) A Certificate of Affiliation with the Corporation is publicly displayed in the Church.

    e) The Constitution of the Church provides that:

      i. all real and personal property is held in trust for the Church and is not by scheme or contrivance owned or controlled by one individual;

      ii. no part of the net income or assets of the Church accrue to the benefit of any private individual or member;

      iii. all real and personal Church property shall be used only in furtherance of the objects of the Corporation;

      iv. upon dissolution, all real and personal property of the Church shall be distributed to religious organizations that have charitable status under the Income Tax Act of Canada.

  ii. A Partner Church wishing to become a Member of the Corporation must be under the leadership of an individual holding a valid Certificate of Affiliation issued in accordance with Article 14 including individuals holding associate status certificates issued in accordance with sub-paragraph 14.8 hereof at the discretion of the Elders. Any Partner Church which is no longer under the leadership of an individual holding valid affiliation certificate with the Corporation, must return the Church Certificate of Affiliation at the request of the Council of Elders.

  iii. Each Partner Church retains full autonomy and is solely responsible for the governance of its own affairs. The relationship between each Partner Church and the Corporation is one of voluntary cooperation and mutual assistance. The Corporation does not possess, nor shall it exercise, any authority to govern, direct, or enforce decisions upon any Partner Church. It is the expectation of the Corporation that all Members will engage in a spirit of cooperation and mutual respect, guided by the principles of humility and voluntary partnership as reflected in Philippians 2:3 and Philemon 14.

  iv. Each Partner Church shall appoint a maximum of two (2) Delegates who shall exercise the Membership of the Partner Church. Each Partner Church shall certify to the Corporation in writing that the Delegates of the Partner Church were duly appointed by the Partner Church and such Delegate shall continue to be authorized to exercise the Membership of the Partner Church until the Corporation is duly notified in writing of any changes by the Partner Church.

3. Application Procedure

A church wishing to become a Partner Church shall submit a written application for Membership in prescribed form to the Council of Elders established pursuant to the provisions of sub-paragraph 10.1 hereof. No church shall become a Member of the Corporation until its application is approved by the Council of Elders. A Certificate of Affiliation shall be issued to each Partner Church whose application has been approved.

4. Rights of Membership

  i. Each Delegate shall have all of the rights and responsibilities of a Member under the Act and otherwise listed in sub-article 3.4(ii). For clarity, each Partner Church shall appoint two (2) Delegates who shall each have the right to vote autonomously.

  ii. Each Member shall have

    a) The right to one (1) vote at all meetings of Members, or in the case of a Partner Church, shall have the right to have two (2) Delegates vote at all meetings of Members;

    b) The right to submit proposals for consideration at meetings of the Members;

    c) The right to request the Directors to call a meeting of the Members as permitted under these By-laws;

    d) The right to access corporate records and financial statements as permitted under the Act;

    e) The right to remove Directors before the end of their term; and,

    f) The right to participate in meetings of the Members.

5. Resignation

A Member may resign from Membership in the Corporation by notice in writing to the Corporation. Such resignation becomes effective on the later of the date upon which notice is given to the Corporation or the time specified in the resignation. Upon the resignation of a Partner Church, the Voting Members who are delegates of such Partner Church shall be deemed to have resigned as Voting Members.

6. Suspension of Membership

  i. Without limiting the rights the Corporation may have by law, the Members may pass a resolution to suspend a Member, including any of the Member’s Delegates, in good faith for such period of  time  as  the  Members determine  for  conduct unbecoming  of a Member,  or conduct prejudicial to the objects of the Corporation in the sole discretion of the Members.

  ii. To ensure that the Members are suspended in good faith, a Member will:

    a) Be provided with at least fifteen (15) days’ notice of a disciplinary action with reasons; and,

    b) Be provided an opportunity to be heard in a format determined by the Members not less than five (5) days before the disciplinary action becomes effective, by a quorum of the Members.

  iii. A suspended Member, including any of the Member’s Delegates, loses all rights of Membership including the right to vote at any meetings of the Members.

7. Revocation of Membership

In addition to the power to suspend Members pursuant to article 3.6, the Members may also revoke the membership of a Member on the same grounds provided for in sub-article 3.6(i) so long as the good faith provisions provided for in sub-article 2.3(ii)(a) and (b) are also abided by.

ARTICLE 4 – Meetings of Members

1. Place and Time of Meetings

  i. The annual or any other special or general meeting of the Members shall be held at the Head Office of the Corporation or at any place as the Board of Directors may determine on such day and at such time as the Board of Directors shall appoint.

  ii. A Special Meeting shall be scheduled by the Board where at least 5% of the Members requisition such Special Meeting in writing for any purpose related to the affairs of the Corporation. The Board shall convene such a meeting within twenty-one (21) days of receipt of the Members’ requisition.  If the Board fails to convene a meeting of the Members within twenty-one (21) days of receipt of the Members’ requisition, any Member may requisition such meeting of the Members.

2. Business to be transacted at Annual Meetings

At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statements and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year. The Members may consider and transact any business either special or general at any meeting of the Members. The Board of Directors, the President, or the Vice-President shall have power to call, at any time, a general meeting of the Members of the Corporation.

3. Notice

Written notice of the time, place and general business to be transacted at each meeting of Members shall be given to each Member entitled to notice of such meeting and to the auditor of the Corporation at least 30 days (exclusive of the date of mailing and the day for which notice is given before the date of every meeting), provided always that a meeting of members may be held for any purpose at any date and time and at any place in Canada without notice of all the Members are present in person at the meeting or if all the absent members shall have signified their consent in writing to such meeting being held.

4. Quorum

Quorum for the transaction of business at any Special Meeting or the annual meeting of Members shall consist of ten (10) of those Members who are entitled to vote at the meeting and who have not had their Membership suspended under article 3.6, or had their Membership revoked under article 3.7.

5. Transaction of Business

The Members may consider and transact any business either special or general at any meeting of the Members.

6. Voting

  i. Each Member of the Corporation shall at all meetings of Members be entitled to one vote, except that no Member shall be entitled to vote unless registered by the Secretary of the Corporation immediately prior to the meeting. Except as otherwise provided in the Act, the Articles of the Corporation, as amended from time, and any By-law of the Corporation, every question submitted to any meeting of Members shall be decided by an Ordinary Resolution given on a show of hands. In case of an equality of votes, either upon a show of hands or upon a poll, the vote shall be lost.

  ii. At any meeting, unless a poll is demanded, a declaration by the President that a resolution has been carried unanimously, or by a particular majority, shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

7. Proxies

Notwithstanding any other provision of the By-laws, Articles or the Act, Members shall not be permitted or authorized to vote by proxy. All votes must be cast by members personally, either in attendance at the meeting or through such other means as may be expressly authorized by the organization in accordance with the By-laws.

8. Chair of Meetings of Members

  i. The chair of a meeting of the Members of the Corporation shall be:

    a) the President;

b) the Vice-President, if the President is absent or is unable to act; or,

     c) A Person entitled to attend the Members meeting if such Person is elected as chair of the meeting by an Ordinary Resolution of the Members present at the meeting.

9. Polls

If at any meeting a poll is demanded on any question it shall be taken in such manner and either at once or latter at the meeting or after adjournment as the chair of the meeting directs. The result of a poll shall be deemed to be conclusive of the matter for which the poll was demanded. A demand for a poll may be withdrawn.

10. Observers

Any assembly which is not a member of the Corporation but is pastored by a minister holding a Certificate of Affiliation with the Corporation or is actively cooperating with or interested in the affairs of the Corporation may at the discretion of the Council of Elders send two observers to the annual meeting of Members provided a written request to do so is received by the Council of Elders at least two weeks prior to the date of the annual meeting.

11. Procedure at Meetings

Subject to the Act, the Articles of the Corporation, as amended from time to time, and any By-laws of the Corporation, the rules of procedure at meetings of Members shall be those prescribed by the chair of the meeting.

12. Electronic or Telephonic Meetings

  i. The Members may meet by such electronic or telephonic means that allow all persons attending the meeting to be able to communicate with each other simultaneously and instantaneously.

  ii. A Person who, through telephonic or electronic means, attends a meeting of Members is deemed for the purposes of this By-law to be present in person at the meeting and present in Canada.

13. Telephonic or Electronic Voting Procedures

Matters that require approval of the Members may be voted on by telephonic or electronic means if such a vote is called for by the chair of the meeting of the Members.  Any Member who fails to vote by any method provided for by the chair of the meeting of the Members will be deemed to have forfeited their right to vote on the issue. The chair of the meeting of the Members will advise the Members of the results of any telephonic or electronic vote.

14. Notice of Electronic or Telephonic Meetings

  i. A notice of a meeting of Members need not specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means.

  ii. If the Members may attend a meeting by telephonic or electronic means, the notice of the meeting shall include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

ARTICLE 5 – Directors

1. Numbers and Quorum  

  i. The affairs of the Corporation shall be managed by a board up to nine (9) but no less than five (5) Directors each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a Member or Delegate of the Corporation. A simple majority shall constitute a quorum for the transaction of business at any meetings of the board.

  ii. Notwithstanding sub-article 5.1(i), the Members shall ensure that at all times at least two (2) Directors serving on the Board are not simultaneously serving as Officers of the Corporation. The composition of the Board shall be maintained in a manner that upholds this requirement throughout each Director’s term.

2. Qualification

  i. No individual shall be a Director of the Corporation if he:

  ii. is an undischarged bankrupt, has made a general assignment for the benefit of creditors which is continuing, has had any proceedings instituted against him which are continuing seeking to adjudicate him a bankrupt or insolvent or has admitted in writing his inability to pay his debts generally as they become due;

  iii. are a Person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property ; or

  iv. is not a Member of the corporation.

3. Election and Term

  i. The Directors shall be elected and shall retire in rotation so that at the first annual meeting of Members, three Directors shall be elected to hold office until the third annual meeting after such date, three to hold office until the second annual meeting after such date, and three to hold office until the next annual meeting after such date, and thereafter at each annual meeting, Directors shall be elected to fill the positions of those Directors whose term of office has expired and each Director so elected shall hold office until the third annual meeting after his election.

  ii. Upon the expiration of the term of a Director, such Director shall retire, but if qualified, shall be eligible for re-election provided that if an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected. The Director’s term of office shall begin immediately after the annual meeting at which they are elected.

4. Vacancies

A vacancy or vacancies in the Board of Directors howsoever caused may, so long as a quorum of Directors remain in office, be filled by the Directors by appointing a replacement, and such Director shall hold office for a term expiring not later than the close of the next annual meeting of the Members, but the total number of Directors so appointed may not exceed one third of the number of Directors elected at the previous annual meeting of the Members; otherwise, such vacancy or vacancies shall be filled at the next annual meeting of the Members at which the Directors for the ensuing year are elected. If there is not a quorum of Directors remaining in office, the remaining Directors shall forthwith call a meeting of the Members to fill the vacancy or vacancies. If there are no Directors remaining in office, any Member of the Corporation may call a meeting of Members for the purpose of electing a new Board of Directors. If the number of Directors is increased between the terms, a vacancy or vacancies to the number of authorized increase shall thereby be deemed to have occurred which may be filled in the manner above provided.

5. Resignation from Office

A Director may resign by delivering a written resignation to the Corporation. The resignation of a Director becomes effective on the later of the date upon which such written resignation is received by the Corporation and the time specified in the resignation.

6. Removal from Office

A Director may be removed from office by an Ordinary Resolution to that effect passed by  Members at a meeting of Members duly called and held for the purpose of considering the removal from office of the particular Director before the expiration of his term in office and the Members may by an Ordinary Resolution at that meeting elect any Member in his stead for the remainder of his term.

7. Vacation of Office

  i. The office of a Director shall automatically be vacated upon:

    a) his death;

    b) his resignation; and,

    c) his disqualification from being a Director pursuant to sub-paragraph 5.2 hereof.

8. Renumeration

The Directors of the Corporation shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties as a Director.

9. Powers

  i. The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation and in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, may exercise generally all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

  ii. The Directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an Officer or Officers of the Corporation the right to employ and pay salaries to Employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe.

  iii. The Board of Directors may take such steps as they may deem requisite or desirable to enable the Corporation 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 Corporation.

  iv. The Board may, from time to time, make such Policies as it may deem necessary or desirable in connection with the management of the business and affairs of the Board and the Directors and Officers, provided however that any such Policy shall be consistent with the Act, the Articles, and the By-laws.

10. Nominations

The Board of Directors shall provide to the annual meeting of Members a slate of nominees for the office of Director.

11. Home and Foreign Mission Funds

The Board of Directors shall have the power to administer all Home and Foreign Mission Funds.

12. Rules and Regulations

The Board of Directors may prescribe such rules and regulations not consistent with the by-laws of the Corporation relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the Members of the Corporation when they shall be confirmed, and failing such confirmation, shall at and from that time cease to have any force and effect.

ARTICLE 6 – Meetings of Directors

1. Calling of Meetings of Directors

  i. Meetings of the Board of Directors may be held at any time and place within Canada as the notice convening such a meeting sets out and as determined by the Directors provided that fourteen (14) clear days’ notice of such meeting shall be sent in writing to each Director, and provided there shall be at least two (2) meetings per year of the Board of Directors, and the Secretary of the Corporation shall call meetings when so directed or authorized to do so. No error or omission in giving notice of any meeting of the Board of Directors of any adjourned meeting of the Board of Directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

  ii. For the first meeting of the Board of Directors to be held immediately following the annual meeting of Members, no notice of such meeting shall be necessary in order for the meeting to be duly constituted, provided that a quorum of the Directors is present.

2. Quorum

A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at the meetings of the Board of Directors.

3. Chair of Meetings of the Board of Directors

  i. The chair of a meeting of the Board of Directors of the Corporation shall be:

    a) the President;

    b) the Vice-President, if the President is absent or is unable to act; or,

    c) A Person entitled to attend the Board meeting if such Person is elected as chair of the meeting by an Ordinary Resolution of the Directors present at the meeting.

4. Voting
  i. Except as otherwise provided in the Act, the Articles of the Corporation, as amended from time to time, and any By-law, questions arising at any meeting of the Board of Directors shall be decided by an Ordinary Resolution.

  ii. In the case of an equality of votes the chair of the meeting shall be entitled to a second or casting vote if the chair of the meeting is a Director. If the chair of the meeting is not a Director, a question or motion that results in an equality of votes shall be lost.

5. Electronic or Telephonic Meetings

  i. The Directors may meet by such electronic or telephonic means that allow all persons attending the meeting to be able to communicate with each other simultaneously and instantaneously.

  ii. A person who, through telephonic or electronic means, attends a meeting of Directors is deemed for the purposes of this By-law to be present in person at the meeting and present in Canada.

6. Telephonic or Electronic Voting Procedures

Matters that require approval of the Board may be voted on by telephonic or electronic means if such a vote is called for by the chair of the meeting.  Any Director who fails to vote by any method provided for by the chair of the meeting will be deemed to have forfeited their right to vote on the issue. The chair of the meeting will advise the Directors of the results of any telephonic or electronic vote.

7. Notice of Electronic or Telephonic Meetings

  i. A notice of a meeting of Directors need not specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means.

  ii. If the Directors may attend a meeting by telephonic or electronic means, the notice of the meeting shall include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

ARTICLE 7 – Interest of Directors or Officers in Contracts or Transactions

1. Declaration of Conflict

  i. Any Director or Officer who:

    a) is a party to a material contract or transaction, or proposed material contract or transaction with the Corporation; or

    b) is a director or officer of, or has a material interest in, any person or corporation who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation;shall disclose to the Corporation the nature and extent of their interest at the time and in the manner provided by the Act.

  ii. Except as permitted by the Act, a Director referred to in sub-article 7.1(i) shall not attend any part of a meeting of the Directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction.

  iii. For the purposes of sub-article 6.1(i), a general notice to the Directors by a Director declaring that the person is a Director or Officer of, or has a material interest in, a person or corporation, and is to be regarded as interested in any contract or transaction entered into with that person or corporation is sufficient declaration of interest in relation to any contract or transaction so made.

  iv. The provisions of this article are in addition to any conflict of interest policy adopted by the Board from time to time.

2. Avoidance Standards

  i. A contract or transaction for which disclosure is required by article 7.1 or the Act is not void or voidable, and the Director and Officer is not accountable to the Corporation or its Members for any profit or gain realized from the contract or transaction if:

    a) the disclosure of the interest was made in accordance with this By-law and the Act;

    b) he Directors approved the contract or transaction; and,

    c) the contract or transaction was reasonable and fair to the Corporation when it was approved.

  ii. A Director or Officer acting honestly and in good faith is not accountable to the Corporation or its Members for any profit or gain realized from any such contract or transaction by reason only of their holding the office of Director or Officer and the contract or transaction, if it was reasonable and fair to the Corporation at the time it was approved, is not by reason only of the Director’s or Officer’s interests therein void or voidable where the contract or transaction is:

    a) Confirmed or approved by Special Resolution at a meeting of the Members duly called for that purpose; and,

    b) The nature and extent of the Director’s or Officer’s interest in the contract or transaction is disclosed in reasonable detail in the notice calling the meeting.

ARTICLE 8 – For the Protection of Directors and Others

1. Standard of Care

  i. Every Director and Officer of the Corporation in exercising their powers and discharging their duties shall, act lawfully, honestly and in good faith with a view to the best interests of the Corporation; and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every Director and Officer of the Corporation shall comply with the Act, the regulations, Articles, Bylaw, Policies and any decisions made at a duly called meeting of the Members.

  ii. Every Director, Officer, member of a committee of the Board, Employee and agent of the Corporation shall respect the confidentiality of all matters:

    a) brought before the Board;

    b) brought before any committee;

    c) dealt with in the course of a Member’s connection with the Corporation; or,

    d) dealt with in the course of an Employee’s employment with the Corporation.

2. Directors Liability

Any Director or Officer or committee member of the Corporation shall not be liable for any act, receipt, neglect or default of any other Director, Officer, committee member or Employee or for any loss, damage or expense happening to the Corporation through any insufficiency or deficiency of title to any property acquired by the Corporation or for any insufficiency or deficiency of any security upon which any moneys of the Corporation shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person including any  person with whom  any  moneys, securities or effects shall be deposited or for any loss, conversion, or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune which may happen in the execution of the duties of such Director’s or Officer’s or committee member’s respective office unless such occurrence is as a result of such Director’s or Officer’s own willful neglect or default.

3. Indemnities to Directors and Others

  i. Every Director or Officer or former Director or Officer of the Corporation or an individual who acts or acted at the request of the Corporation as a Director or Officer, or in a similar capacity of another entity, shall be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative, investigative or other action or proceeding in which the individual is involved because of that Corporation with the Corporation or other entity.

  ii. The Corporation shall not indemnify an individual under sub-article 8.3(i) unless:

    a) the individual acted honestly and in good faith with a view to the best interests of the Corporation or other entity, as the case may be; and

    b) if the matter is a criminal or administrative proceeding that is enforceable by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful

4. Insurance for Directors and Officers

The Corporation may purchase and maintain insurance for the benefit of current and former directors or officers of the Corporation, against any liability incurred by them in their capacity as a director or officer of the Corporation, except where the liability relates to their failure to act honestly and in good faith with a view to the best interests of the Corporation.

ARTICLE 9 – Officers

1. Number

The Officers of the Corporation shall include the President, the Executive Director, the Vice-President, the Chairperson, the Secretary and the Treasurer, and may include any such other Officers as the Board of Directors may by determine. Except for the offices of Executive Director, President, Chairperson and Vice-President, no two offices may be held by the same Person.

2. Nomination and Election of President and Executive Director

The offices of Executive Director and President shall be held by one (1) Person who shall not be a Director and shall be appointed by the Board of Directors at a meeting of the Board of Directors to be held immediately following the annual meeting of Members wherein the Board of Directors is elected in accordance with sub-paragraph 5.3 hereof. The appointment of the Executive Director and President is subject to ratification by the Members at a meeting of Members called for the specific purpose of ratifying the appointment of the Executive Director and President and to be held immediately following the meeting of the Board of Directors wherein the Executive Director and President is appointed. If the appointment of the Executive Director and President by the Board of Directors is not ratified by the Members as aforesaid, the Board of Directors shall appoint a new Executive Director and President and the Executive Director and President so appointed shall have full plenary powers until the next annual meeting of Members.

3. Nomination and Election of Chairperson and Vice-President

The offices of Chairperson and Vice-President shall be held by one (1) Person who shall be a Director and shall be appointed by the Board of Directors at a meeting of the Board of Directors to be held immediately following the annual meeting of Members wherein the Board of Directors is elected in accordance with sub-paragraph 5.3 hereof.

4. Appointment of Other Officers

Officers other than the Executive Director and President of the Corporation shall be appointed by resolution of the Board of Directors at the first annual meeting of the Board of Directors following each annual meeting of the Members.

5. Term of Office

  i. The Officers of the Corporation shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead.

  ii. Notwithstanding sub-article 9.4(i) above, the Executive Director and President shall hold office for a term up to three (3) years from the date of appointment or election or until their successors are elected or appointed in their stead.

6. Removal of Officer

In the absence of written agreement to the contrary, all Officers shall be subject to removal by an Ordinary Resolution of the Board at any time, with or without cause.

7. Qualification

Normally all Officers of the Corporation shall be Directors, except for the Executive Director and President, who shall not be a Director. Exceptionally, by unanimous vote of the Directors, a Member of the Corporation, not being a Director, may function as an Officer of the Corporation.

8. Other Officers

All other Officers of the Corporation shall be such as the terms of their engagement call for or as the Board of Directors requires of them.

9. Vacancies

If any of the offices of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Board of Directors may elect or appoint an Officer to fill such vacancy subject to any required ratification of such appointment or election by the Members.

10. Remuneration

The Officers of the Corporation, who are also Directors, shall not receive remuneration. All Officers who are not Directors shall receive such remuneration as the Board of Directors shall determine from time to time.

ARTICLE 10 – Council of Elders

1. Constitution and Term

  i. The Council of Elders shall be comprised of:

    a) the President of the Corporation;

    b) the Vice-President of the Corporation; and,

    c) a minimum of two (2) Members of the Corporation nominated and elected by the Board of Directors at a meeting of the Board of Directors to be held immediately following the annual meeting of Members.

  ii. The election of the elected members of the Council of Elders, as contemplated in sub-section 10.1(d), is subject to ratification by the Members at a meeting of Members called for the specific purpose of ratifying the election of the elected members of the Council of Elders to be held immediately following the meeting of the Board of Directors at which the elected members of the Council of Elders were elected. If the election of any of the elected members of the Council of Elders is not ratified by the Members as aforesaid, the Board of Directors shall elect a new member of the Council of Elders to replace such member, and the member of the Council of Elders so elected shall remain in office for the full three year term of office unless his appointment is not ratified at the next annual meeting of Members, whereupon the Board of Directors shall elect a new Elder to replace the Elder whose appointment has not been ratified, such Elder to remain in office for the remainder of the term of office of the Elder whose election was not ratified unless his election is not ratified at the next annual meeting, whereupon a new Elder shall be elected by the Board of Directors in the manner aforesaid, and so on.

   iii. The elected members of the Council of Elders, as contemplated in sub-section 10.1(d), shall be elected and retire in rotation such that at the first election of Elders following the acceptance by the Minister of notice in respect of this By-law No. 2, one Elder shall be elected to hold office until the Directors’ meeting following the first annual meeting after such date, one to hold office until the Directors’ meeting following the second annual meeting after such date and one to hold office until the Directors’ meeting following the third annual meeting after such date, and thereafter at each Directors’ meeting following an annual meeting an Elder shall be elected to fill the position of the Elder whose term of office has expired and each Elder so elected shall hold office until the Directors’ meeting following the third annual meeting after such date.

  iv. Upon the expiration of the term of office of an Elder, such Elder shall be eligible for reelection, if qualified.

  v. If an election of an Elder in any year is not held at the proper time or if for any other reason an Elder is not elected to replace the office of a retiring Elder, the Elder so retiring shall continue in office until his successor is elected.

2. Powers

  i. The Council of Elders shall have the authority:

a) to issue and revoke Credentials Certificates;

b) to approve any applications for Membership and revoke Membership in the Corporation; and

c) generally to supervise all spiritual matters of the Corporation.

3. Vacation of Office

  i. The office of an Elder shall be automatically vacated upon any one of the following:

a) upon death;

b) upon resignation;

c) upon such Elder being declared mentally incompetent by the Council of Elders and the Board of Directors; and

d) upon a determination by the remaining members of the Council of Elders and the Board of Directors that such Elder is guilty of any moral charges, financial misconduct, serious departure from the faith as set out in the schedule attached hereto, or a manifest spirit of rebellion.

4. Resignation from Office

A member of the Council of Elders may resign by giving notice in writing to the Corporation. The resignation of a member of the Council of Elders becomes effective on the later of the date upon which notice in writing is given to the Corporation and the time specified in the resignation.

5. Meetings and Quorum

The Council of Elders shall meet at least bi-monthly. A majority of the Council of Elders shall constitute a quorum for the transaction of business.

6. Chair of Meetings of the Council of Elders

   i. The chair of a meeting of the Council of Elders of the Corporation shall be:

    a) the President;

    b) the Vice-President, if the President is absent or is unable to act; or,

    c) A Person entitled to attend a meeting of the Council of Elders if such Person is elected as chair of the meeting by an Ordinary Resolution of the Elders present at the meeting.

ARTICLE 11 – Executive Committees

1. Nominating Committee

The Board of Directors may provide for the creation of a Nominating Committee comprised of such Members as the Board of Directors deems advisable for the nomination of members of Departments or Committees and the auditors and audit committee. Any Person named by the Nominating Committee shall be deemed nominated at the annual meeting of Members.

2. Other Committees

The Board of Directors may from time to time create such other Committees as it deems necessary and shall prescribe their duties. All Committees may meet for the transaction of business, adjourn or otherwise regulate their meetings as they think fit, provided, however, that a majority of the members of each Committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of a Committee shall be decided by an Ordinary Resolution. In the case of an equality of votes the chair of the meeting of the Committee shall be entitled to a second or casting vote.

ARTICLE 12 – Mission Departments

1. Departments

The Board of Directors may establish such departments as it deems necessary to carry out missionary work of the Corporation within and outside of Canada. The rules governing the departments will be those determined by the Board of Directors from time to time.

ARTICLE 13 – Financial Disclosure

1. Financial Disclosure

The Directors shall prepare or cause to be prepared and shall approve financial statements and shall distribute and submit a summary of the same to the Members as soon as is practical after the end of the fiscal year of the Corporation.

2. Appointment of Auditors

  i. The Members entitled to vote shall, at each annual meeting, appoint an auditor to audit the accounts of the Corporation and to report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting, provided that the Directors shall immediately fill a vacancy in the office of auditor in accordance with the Act.

  ii. The remuneration of the auditor shall be fixed by an Ordinary Resolution of the Board.

  iii. In order to be an auditor of the Corporation, a person must be permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, and be independent of the Corporation, any of its affiliates, and the Director, Officers, and Employees of the Corporation and its affiliates.

3. Execution of Documents

Deeds, transfers, assignments, contracts, agreements, mortgages, conveyances, obligations, certificates or any other instruments or documents requiring the signature of the Corporation, shall be signed by any two (2) Officers or Directors, and all instruments or documents so signed shall be binding upon the Corporation without any further authorization or formality. Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

4. Other Signing Officers

In addition to the provisions of article 13.3, the Board may from time to time by resolution direct the manner in which, and the Person or Persons by whom, any particular instrument or class of instruments or document may or shall be signed.

5. Banking Arrangements

The banking business of the Corporation or any part thereof shall be transacted by such Officers or other Persons, and with such banks, trust companies or other financial institutions as the Board may, by resolution, from time to time determine.

6. Voting Shares and Securities

  i. All shares or other securities carrying voting rights of any company or corporation held from time to time by the Corporation may be voted on at any and all meetings of shareholders, bondholders, debenture holders, debenture stock holders or holders of other securities (as the case may be) of such person or persons as the Board of the Corporation shall from time to time determine. 

  ii. All shares and securities owned by the Corporation shall be lodged, in the name of the Corporation, with a chartered bank or a trust company or in a safety deposit box or with such other depositories or in such other manner as may be determined from time to time by the Board of Directors.

7. Borrowing Power

  i. Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the Articles and the By-law, the Board may from time to time, on behalf of the Corporation and without authorization of the Members:

    a) borrow money on the credit of the Corporation;

    b) issue,  sell  or  pledge  securities  (including  bonds,  debentures,  notes  or  other  similar obligations, secured or unsecured) of the Corporation;

    c) to the extent permitted by the Act, give directly or indirectly financial assistance to any Person by means of a loan, a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any Person or otherwise; and

    d) mortgage, hypothecate, pledge or otherwise create a security interest in all currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

  ii. Nothing in this article limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

8. Investments

Subject to the Articles or any limitations accompanying a gift, the Board is authorized to make or receive any investments which the Board in its discretion considers advisable.

9. Dissolution

Upon the dissolution of the Corporation and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to one or more registered Canadian charities registered under the Income Tax Act (Canada), in Canada.

ARTICLE 14 – Credentials

1. Categories of Credentials

  i. There shall be four (4) categories of credentials issued by the Corporation:

    a) Ordained Minister;

    b) Licensed Minister;

    c) Christian Worker;

    d) Associate.

2. Condition of Issuance of Credentials

Credentials are issued on the condition that for the term of their validity the holder of the credentials will not hold credentials with any other denomination or fellowship of churches in Canada except with the express consent of the Council of Elders.

3. Procedure

Applications for credentials shall be made in writing upon prescribed forms and submitted to the head office of the Corporation. The Council of Elders may, at its discretion, provide for the personal examination of applicants and shall issue to successful applicants a Certificate of Affiliation.

4. Term and Renewal of Credentials

Credentials shall be issued for a term of one (1) year and considered for renewal annually by the Council of Elders. Requests for renewal may be made beginning one month prior to the date of expiration of the term of the credentials and shall be accompanied by a renewal fee in a prescribed amount as may be set by the Board of Directors from time to time. In determining whether or not to renew credentials, the Council of Elders may at its discretion request a meeting with those desiring renewal.

5. Ordained Ministers

  i. Candidates for ordination must meet the following requirements to the satisfaction of the Council of Elders:

    a) Demonstrated ability to undertake the responsibilities of the Full Gospel ministry;

    b) Experience in the active work of pastor, evangelist or missionary of the ministry;

    c) Completion of all prescribed Workers’ Study Course requirements.

  ii. An applicant holding an ordination certificate with another recognized church body, whose ministry is well-known, may receive a Recognition of Ordination Certificate at the discretion of the Council of Elders.

  iii. Accepted applicants shall be ordained by the laying on of hands of a presbytery which shall be officiated at by a member of the Council of Elders.

  iv. Ordained Ministers shall have the following functions:

    a) To solemnize marriage according to the laws of the Province wherein they minister. It is recommended that an approved form of marriage service, such as the Anglican form, be used;

    b) To officiate at funerals;

    c) To administer the sacraments of holy communion and water baptism by immersion;

    d) To perform all other duties consistent with the Gospel Ministry in accordance with the Statement of Faith annexed hereto.

6. Licensed Ministers

  i. Candidates for licenses to minister must meet the following requirements to the satisfaction of the Council of Elders:

    a) Some experience in the work of the ministry;

    b) Dedication to the ministry;

    c) Completion of all prescribed Workers’ Study Course requirements. Licensed Ministers shall have the following functions:

      i. To officiate at funerals;

      ii. To administer the sacraments of holy communion and water baptism by immersion;

      iii. To perform all other functions consistent with the Gospel Ministry in accordance with the Statement of Faith annexed hereto.

7. Christian Worker

  i. Candidates for Christian Workers’ Certificates must meet the following requirements to the satisfaction of the Council of Elders:

    a) Scriptural standards;

    b) Dedication to active service.

  ii. The functions of Christian Workers are to be determined by the pastor under whose direction they are working.

8. Associate Status

Any minister holding credentials with any other denomination or fellowship or churches in Canada, but interested in endorsing the aims and outlooks of the Corporation may apply for associate status. The Corporation will not issue further credentials to such associate, but will include in the annual ministerial list the names of those duly recognized. Applications for associate status shall be considered for renewal annually by the Council of Elders.

9. Revocation of Credentials

Credentials may be revoked by the Council of Elders that the credentials holder is guilty of any moral charges, financial misconduct, serious departure from the faith as set out in the annexed Statement of Faith, or a manifest spirit of rebellion.

ARTICLE 15 – Notices

1. Method of Giving Notices

Any notice (which term includes any communication or document) to be sent, delivered or served pursuant to the Act, the Articles, the By-laws or otherwise to the Corporation, a Member, a Director, an Officer, or the auditor shall be sufficiently sent, delivered or served if delivered personally to the Person to whom it is sent or if delivered to his recorded address or if mailed to him at his recorded address by prepaid mail, or if sent to him at his recorded address by telex, telegraph or other communications facility. A notice to be delivered shall be deemed to have been sent and received when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been sent and received when deposited into a post office or public letter box provided that a notice or document sent by prepaid mail to a Member or Director shall be deemed to be received by him or it on the 5th day following mailing unless there are reasonable grounds for believing that the Member or Director did not receive the notice or document at that time or at all; and notice sent by telex, telegram or other communications facility shall be deemed to have been sent and received at the close of business on the day of dispatch or if delivered to the appropriate communication company or its representative for dispatch, then on the close of the business on the day of such delivery. The term “recorded address” means, in the case of a Member, his or its latest address as shown in the records of the Corporation; in the case of a Director, his latest address as shown in the records of the Corporation or in the last notice of Directors or notice of change of Directors as filed in accordance with the Act; in the case of an Officer or auditor, his address as recorded in the records of the Corporation; and in the case of the Corporation, its registered office. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer or auditor in accordance with any information believed by him to be reliable.

2. Omissions and Errors

The accidental omission to give any notice to any Member, Director, Officer or auditor or the non-receipt of any notice by any Member, Director, Officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

3. Waiver of Notices Generally

Where a notice or document is required by the Act or regulations thereunder or by these By-laws to be sent, the notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the Person entitled thereto.

4. Computation of Time

Except as otherwise determined in this By-law, in computing the date or time when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the notice period shall expire at midnight of the last day of the notice period except if the last day is a Holiday, the period shall terminate at midnight of the next day that is not a Holiday.

ARTICLE 16 – Amendment of By-Laws

1. Enactment, Repeal and Amendment of By-laws

The By-laws of the Corporation, or any Fundamental Changes to the Articles, may be enacted, repealed or amended, by a Special Resolution passed by the Board of Directors and sanctioned by a Special Resolution of the Members at a meeting duly called for the purpose of considering such by-law or Fundamental Change.