Constitution & By-Laws

By-Law No. 1

ARTICLE 1 – INTERPRETATION

1.01 In all by-laws and resolutions of the Corporation, the singular shall include the plural and the plural the singular, the word “person” shall include firm and corporation 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.

ARTICLE 2 – GENERAL

2.01 Head Office – The Head Office of the Corporation shall be in the County of Brant, 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.

2.02 Corporate Seal – The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

2.03 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.

2.04 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

3.01 Membership – The membership of the Corporation shall consist of:

(1) “Credential Holders” Any Individual holding a valid Certificate of Affiliation issued in accordance with Article XIII hereof. Each Credential Holder shall be entitled to one vote.

(2) “Local Churches” Any Church meeting the conditions of membership set out in sub-paragraph 3.02 hereof whose application for membership in the Corporation has been approved by the Council of Elders pursuant to sub-paragraph 3.03 hereof (the “Local Churches”). Each Local Church shall be entitled to appoint two delegates to attend and vote at all meetings of members. Each delegate will be entitled to one vote.

Subject to these by-laws, reference to meetings of members shall refer to meetings of Voting Members. Each local Church shall certify to the Corporation in writing that the delegates of the Local Church were duly appointed by the Local Church and such delegate shall continue to be a Voting Member of the Corporation until the Corporation is duly notified in writing of any changes by the Local Church.

3.02 Conditions of Membership for Local Churches – Membership in the Corporation of Churches shall be limited to Churches that are recognised by Canada Revenue Agency and that meet the following conditions:

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

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

(3) A record is kept of funds received and disbursed by the treasurer of the Church.

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

(5) The Constitution of the Church provides that:

(a) 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;

(b) no part of the net income or assets of the Church accrue to the benefit of any private individual or member;

(c) all real and personal Church property shall be used only in furtherance of the objects of the Corporation;

(d) upon dissolution, all real and personal property of the Church shall be distributed to religious organizations recognized by Canada Revenue Agency as having tax exempt status.

(6) A 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 XIII including individuals holding associate status certificates issued in accordance with sub-paragraph 13.08 hereof at the discretion of the Elders. Any Member 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.

3.03 Application Procedure – A Church wishing to become a member of the Corporation shall submit a written application for membership in prescribed form to the Council of Elders established pursuant to the provisions of sub-paragraph 9.01 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 Church whose application has been approved.

3.04 Resignation – A Local Church or a Voting 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 Local Church, the Voting Members who are delegates of such Local Church shall be deemed to have resigned as Voting Members.

3.05 Removal – Any Local Church or Voting Member may be removed from membership in the Corporation by the Council of Elders. The Voting Members who are delegates of any Local Church so removed shall cease to be Voting Members from and after the date on which the particular Local Church is so removed.

ARTICLE 4 – MEETINGS OF MEMBERS

4.01 Place and Time of Meetings – 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.

4.02 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. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the President or Vice-President shall have power to call, at any time, a general meeting of the members of the Corporation.

4.03 Notice – Written notice of the time, place and general business to be transacted at each meeting of members shall be given to each Voting Member entitled to notice of such meeting (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 Voting Members are present in person at the meeting. Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

(1) by mail, courier or personal delivery to each member during a period of 21 to 60 days before the day on which the meeting is to be held; or

(2) by telephonic, electronic, or other communication facility to each member during a period of 21 to 60 days before the day on which the meeting is to be held.

4.04 Quorum – All members present at a duly called annual special or general meeting of members shall constitute a quorum for the transaction of business at the meeting provided a minimum of 10% of the members are present.

4.05 Transaction of Business – The members may consider and transact any business either special or general at any meeting of the members.

4.06 Voting – Each Voting Member of the Corporation shall at all meetings of members be entitled to one vote, except that no Voting 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 Canada Corporations Act, the letters patent 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 a majority of votes given on a show of hands. In case of an equality of votes, either upon a show of hands or upon a poll, the chairman shall be entitled to a second or casting vote.

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.

4.07 Proxies – Except as otherwise provided in the Canada Corporations Act, every Voting Member entitled to vote at a meeting of members may by means of a proxy appoint any Voting Member of the Corporation as his nominee, to attend and act at the meeting, in the manner, to the extent and with the power conferred by the proxy. A Voting Member appointed by proxy is entitled at a meeting of members to cast his own vote in addition to the proxy vote.

4.08 Chairman of Meetings of Members – The President, or in his absence, the Vice-President, or by appointment of the Board of Directors, the Corporate Secretary shall preside at all meetings of members. In the absence of the President and the Vice-President, the members present at any meetings of members shall choose another director as chairman of the meeting and if no director is present or if all the directors present decline to act as chairman of the meeting, the members present shall choose one of their number to be chairman.

4.09 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 chairman 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.

4.10 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.

4.11 Procedure at Meetings – Subject to the Canada Corporations Act, the letters patent 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 set out in the Roberts’ Rules of Order.

ARTICLE 5 – DIRECTORS

5.01 Numbers and Quorum – 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 Voting Member of the Corporation. A simple majority shall constitute a quorum for the transaction of business at any meetings of the board.

5.02 Qualification – No individual shall be a director of the Corporation if he:

(1) 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;

(2) has been found by the Council of Elders and the Board of Directors to be mentally incompetent or incapable of managing his affairs or otherwise to be of unsound mind; or

(3) is not a Voting Member of the corporation.

5.03 Election and Term – 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.

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.

5.04 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; 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 Voting 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.

5.05 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.

5.06 Removal from Office – A Director may be removed from office by a resolution to that effect passed by at least two-thirds of the votes cast 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 Voting Members may by a majority of votes cast at that meeting elect any Voting Member in his stead for the remainder of his term.

5.07 Vacation of Office – The office of a director shall automatically be vacated upon:

(1) his death;

(2) his resignation;

(3) his disqualification from being a director pursuant to sub-paragraph 5.02 hereof;

(4) a determination by the Council of Elders that he 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.

5.08 Remuneration – 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 in performing his or her duties as a director.

5.09 Powers – 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.

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.

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.

The Board of Directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed shall not exceed one-third (1/3) of the number of directors elected at the previous annual meeting of members.

5.10 Nominations – The Board of Directors shall provide to the annual meeting of members a slate of nominees for the office of director.

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

5.12 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 – MEETING OF DIRECTORS

6.01 Calling of Meetings of Directors – 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.

6.02 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.

6.03 Chairman of Meetings – The president, or, in his absence, the Vice-President, shall be chairman of any meeting of the board. If no such officer be present, the directors present shall choose one of their number to be chairman.

6.04 Voting – Except as otherwise provided in the Canada Corporations Act, the letters patent 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 a majority of votes cast and in the case of an equality of votes the chairman shall be entitled to a second or casting vote.

ARTICLE 7 – FOR THE PROTECTION OF DIRECTORS AND OTHERS

7.01 Indemnity – Every director or officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

(1) all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or in respect of any act, deed, manner or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;

(2) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except, such costs, charges or expenses as are occasioned by his own wilful neglect or default.

7.02 Interest of Director in Contracts with the Corporation – Subject to the provisions of the Canada Corporations Act, the letters patent of the Corporation, and subject as hereinafter mentioned, no director shall be disqualified by his office from or vacate his office by reason of holding any office or place of profit under any body corporate in which the Corporation shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested in contracting with the Corporation either as vendor, purchaser, or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which he is in any way directly or indirectly interested either as vendor, purchaser or otherwise nor shall any director be liable to account to the Corporation or any of its members or creditors for any profit arising from any such office or place of profit; and no contract or arrangement entered into by or on behalf of the Corporation in which any director shall be in any way directly or indirectly interested shall be avoided or voidable and no director shall be liable to account to the Corporation or any of its members or creditors for any profit realized by or from any such contract or arrangement by reason of the fiduciary relationship existing or established thereby; provided that, where the Canada Corporation Act so requires, such director shall have declared and disclosed the nature and extent of such interest in the manner and at the time required by the Canada Corporations Act and shall have refrained from voting as a director in respect of the said contract or transaction or proposed contract or transaction.

ARTICLE 8 – OFFICERS

8.01 Number – The officers of the Corporation shall be the President, Vice-President, Secretary and Treasurer and any such other officers as the Board of Directors may by by-law determine including, but without the foregoing, an Executive Secretary. Except for the offices of President and Vice-President any two offices may be held by the same person.

8.02 Nomination and Election of President – The President shall be elected by the Board of Directors at a meeting of the Board of Directors prior to the annual meeting of members wherein the Board of Directors is elected in accordance with sub-paragraph 5.03 hereof. The election of the President is subject to ratification by the Voting Members at the annual meeting of members following the meeting of the Board of Directors wherein the President is elected. If the election of the President by the Board of Directors is not ratified by the Voting Members as aforesaid, the Board of Directors shall elect a new President and the President so elected shall have full plenary powers until the next annual meeting of members.

8.03 Appointment of Other Officers – Officers other than President of the Corporation shall be appointed by resolution of the Board of Directors at a meeting of the Board of Directors prior to each annual meeting of members.

8.04 Term of Office – 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.

8.05 Qualification – Normally all officers of the Corporation shall be Directors. Exceptionally, by unanimous vote of the Directors, a member of the Corporation, not being a Director, may function as an officer of the Corporation. An officer of the Corporation may be removed by a majority vote of the Board of Directors.

8.06 President – The President shall, when present, preside at all meetings of the members, the Board of Directors and the Council of Elders; he shall sign and attest all charters of affiliated Churches, all ministerial certificates and such contracts, documents or instruments in writing as require his signature; he shall be an ex-officio member of all committees and departments; he shall exercise general control of and supervision over the affairs of the Corporation and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors or as are incident to his office.

8.07 Vice-President – The Vice-President shall, in the absence or disability of the President, perform the duties of the President; he shall have such powers and duties as may be assigned to him by the Board of Directors or as are incidental to his office.

8.08 Secretary – The Secretary shall, when present, act as secretary to all meetings of the members, Board of Directors and Council of Elders, shall attend to the giving and serving of all notices of meetings of the members, Board of Directors and Council of Elders, shall keep or cause to be kept, accurate minutes of all meetings of the members, the Board of Directors and the Council of Elders, shall have charge of the seal, minutes books and other documents and registers referred to in the Canada Corporations Act; he shall sign all charters of affiliated churches, all ministerial certificates, and all such contracts, documents or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors or as are incidental to his office.

8.09 Treasurer – The Treasurer shall have care and custody of all funds and securities of the Corporation in such bank or banks or with such depository or depositories as the Board of Directors shall direct; he shall keep or cause to be kept accurate and proper records of all monies and make reports thereof to the Board of Directors as and when required. At the close of each financial year he shall make and submit to the Board of Directors a report for such financial year. He shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors or as are incidental to his office.

8.10 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.

8.11 Vacancies – If the office of the President, the Vice-President, the Secretary or the Treasurer or any other officer 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.

8.12 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 9 – COUNCIL OF ELDERS

9.01 Constitution and Term – The Council of Elders shall be comprised of:

(1) ex officio, the President of the Corporation;

(2) ex officio, the Vice-President of the Corporation;

(3) ex officio, the General Overseer Elim Fellowship U.S.A.

(4) two Voting Members of the Corporation nominated and elected by the Board of Directors at a meeting of the Board of Directors to be held prior to the annual meeting of Members.

The election of the two elected Members of the Council of Elders is subject to ratification by the Voting 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 Voting 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.

The two elected members of the Council of Elders shall be elected and retire in rotation each serving a three (3) year term, in order that in each of the two years, only one elder is elected. In the third year of the rotation, no elder will be elected.

Upon the expiration of the term of office of an Elder, such Elder shall be eligible for re-election, if qualified.

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.

9.02 Powers – The Council of Elders shall have the authority:

(1) to issue and revoke Credentials Certificates;

(2) to approve any applications for membership and revoke membership in the Corporation; and

(3) generally to supervise all spiritual matters of the Corporation.

9.03 Vacation of Office – The office of an Elder shall be automatically vacated upon any one of the following:

(1) upon death;

(2) upon resignation;

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

(4) 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.

9.04 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.

9.05 Meetings and Quorum – The Council of Elders shall meet at least two (2) times per year. A majority of the Council of Elders shall constitute a quorum for the transaction of business.

9.06 Chairman of Meetings – The President shall act as chairman of any meeting of the Council of Elders. In the absence of the President, the members of the Council of Elders present shall choose one of their number to be chairman.

ARTICLE 10 – EXECUTIVE COMMITTEES

10.01 Nominating Committee – The Board of Directors may provide for the creation of a Nominating Committee comprised of such Voting 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.

10.02 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 a majority vote. In the case of an equality of votes the chairman of the Committee shall be entitled to a second or casting vote.

ARTICLE 11 – MISSION DEPARTMENTS

11.01 The Council of Elders 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 Council of Elders from time to time.

ARTICLE 12 – FINANCIAL DISCLOSURE

12.01 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.

Annual financial statements will be distributed to the members at the annual members’ meeting however when they become available, the corporation will publish a notice to the members that the annual financial statements are available at the registered office of the corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

ARTICLE 13 – CREDENTIALS

13.01 Categories of Credentials – There shall be four (4) categories of credentials issued by the Corporation:

(1) Ordained Minister;

(2) Licensed Minister;

(3) Christian Worker;

(4) Associate.

13.02 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.

13.03 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.

13.04 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 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. Members shall be notified in writing of the membership dues at any time payable by them and, if not paid within one (1) calendar month of the membership expiry date, the members in default may automatically cease to be members of the Corporation.

13.05 Ordained Ministers – Candidates for ordination must meet the following requirements to the satisfaction of the Council of Elders:

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

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

(3) Completion of all prescribed Workers’ Study Course requirements.

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.

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.

Ordained Ministers shall have the following functions:

(1) 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;

(2) To officiate at funerals;

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

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

13.06 Licensed Ministers – Candidates for licences to minister must meet the following requirements to the satisfaction of the Council of Elders:

(1) Some experience in the work of the ministry;

(2) Dedication to the ministry;

(3) Completion of all prescribed Workers’ Study Course requirements.

Licensed Ministers shall have the following functions:

(1) To officiate at funerals;

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

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

13.07 Christian Worker – Candidates for Christian Workers’ Certificates must meet the following requirements to the satisfaction of the Council of Elders:

(1) Scriptural standards;

(2) Dedication to active service.

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

13.08 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.

13.09 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 14 – NOTICES

14.01 Method of Giving Notices – Any notice (which term includes any communication or document) to be sent, delivered or served pursuant to the Canada Corporations Act, the letters patent, 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 Canada Corporations 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.

14.02 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.

14.03 Waiver of Notices Generally – Where a notice or document is required by the Canada Corporations 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.

ARTICLE 15 – AMENDMENT OF
BY-LAWS

15.01 Enactment, Repeal and Amendment of By-laws – The by-laws of the Corporation may be enacted, repealed or amended by by-law enacted by a majority of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the Voting Members at a meeting duly called for the purpose of considering such by-law, provided that the enactment, repeal or amendment of any by-law.

ARTICLE 16 – DISPOSITION OF PROPERTY

16.01 Disposition of Property – Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act.