三.1.4 . 会友应委任一名独立注册会计师，以汇编、审阅或审计本堂次年的财务报告。为清楚起见，汇编选项只有在满足第五章第5.7条列出的所有条件时才能使用。
四.17. 除非章程则另有规定，最新版的《罗伯特议事规则（Robert’s Rules of Order）》是理事会会议最权威的议事规则根据。
b) 至少包括三名理事会成员 （除非不切实际），而且理事会成员必须占多数；
Coquitlam Mandarin Church Bylaws
(Approved by DEXCOM on Jan 12, 2023)
The Local Church Constitution, and the Manual of The Christian and Missionary Alliance in Canada , and this bylaws, constitute the governing documents of the church.
In these bylaws, unless the context otherwise requires:
“Annual General Meeting” means the Annual Meeting of the Members.
“Board” means the Board of Elders of the church.
“bylaws” means the bylaws of the church.
“church” means Coquitlam Mandarin Church of The Christian and Missionary Alliance in Canada.
“Constitution” means the Local Church Constitution contained in the Manual of The Christian and Missionary Alliance in Canada.
“ordinary resolution” means a resolution that requires a simple majority of the votes cast at a general meeting by the members eligible to vote or at a meeting of the Board.
“Special Meeting” is a meeting other than the Annual general Meeting which special or urgent business may be conducted.
“special resolution” means a resolution that requires a two-thirds majority by the votes cast at a general meeting by the members eligible to vote or at a meeting of the Board. It is required to make fundamental changes to the organization and governance of the church and decisions about major issues.
Part I – Mission, Vision, and Core Values
1.1 The Board will ensure that a current statement of mission, vision, and values exists for the church and is communicated appropriately.
Part II – Membership
2.1 In the absence of any other structure they approve, the Board is responsible for all matters related to membership.
2.2 Qualifications for membership are as stipulated in the Constitution and these bylaws.
2.3 There are three categories of membership:
2.3.1 Active Member
An Active Member is a member in good standing who has been officially confirmed as having met the requirements for membership outlined in the Constitution and these bylaws, and who regularly attends and actively supports the church in ways outlined in the membership covenant.
Active Members are eligible:
a) to vote;
b) to give primary leadership to church ministries; and
c) unless otherwise restricted in these bylaws, to be elected to the Board.
2.3.2. Associate Member
An Associate Member is a former Active Member who has been absent from the normal activities of the church for a period of three (3) months, and/or who is non-resident, and/or for reasons acceptable to the Board, desires to retain membership in the church.
Associate Members may not vote at meetings of members, nor be member of the Board in the church.
An Associate Member may be returned to Active Member status at the discretion of the Board.
2.3.3. Member not in Good Standing
All members are in good standing except:
a) a member who, in the opinion of the Board, has failed to remain active in the church, meaning that the member has been absent from the normal activities of the church for a period of six (6) months or more and has not communicated an interest in remaining a member of the church; or
b) a member who is under discipline.
184.108.40.206 A Member not in Good Standing may not vote at meetings of the members, nor be member of the Board in the church.
220.127.116.11 A Member not in Good Standing may be returned to Active Member status at the discretion of the Board.
2.4. To become an Active Member of the church, an individual must participate in the church’s application and orientation process. In addition:
a) applicants for membership are expected to sign a membership covenant that identifies the commitments being made;
b) have attained the age of eighteen (18) years old;
c) have regularly attended the church’s worship for more than three (3) months.
d) an applicant for membership becomes a member when officially confirmed by the Board.
2.5. A person ceases to be a member of the church:
a) by delivering their resignation in writing to the secretary of the Board by mail, email, or personal delivery to the address of the Board;
b) upon death;
c) by transfer to another church;
d) upon having not been a member in good standing for twelve (12) consecutive months;
e) upon being expelled as a result of any disciplinary process;
f) by the Board passing a special resolution which terminates membership upon the person failing to maintain the qualifications for membership or having accepted membership in another church. The person who is the subject of the special resolution for expulsion must be given an opportunity to be heard by the Board before the special resolution is put to a vote.
Part III – Government
3.1. The Annual General Meeting of the Members must be held within three (3) months of the end of the fiscal year on a date set by the Board.
3.1.1. The proposed agenda and written reports for the Annual General Meeting must be available on or before the Sunday prior to the Annual General Meeting.
3.1.2 The compiled or reviewed or audited annual financial statements must be presented at the Annual General Meeting of the members.
3.1.3 The Board must recommend an independent Chartered Professional Accountant to the members to compile or review or audit the church’s financial statements for the upcoming year.
3.1.4. The members must appoint an independent Chartered Professional Accountant to compile or review or audit the church’s financial statements for the upcoming year. For clarity, the compilation engagement option can only be used if it satisfies all the conditions as listed in Part V item 5.7.
3.2. Special meetings of members to consider special or urgent business:
a) may be called by the Board by majority vote when they see fit; or
b) must be called by the Board upon a written request by at least 30% of the Active Members in good standing. Such request shall include a brief written statement of purpose.
3.3. Notice of Meeting must be given to Members by verbal and/or print media and/or electronic media (e-mail, church web site, social media apps, etc.) at least fourteen (14) days and not more than sixty (60) days prior to any meeting of members. Such notice must indicate the purpose of the meeting.
3.4. The quorum for a duly-called meeting of the members is fifty-one (51) percent of the Active Members.
3.4.1. If a meeting is terminated for lack of a quorum, the Active Members present at a meeting called for no earlier than one (1) day or later than ten (10) days following the terminated meeting, constitute a quorum.
3.4.2. Business other than the election of a Chair of the meeting and the adjournment or termination of the meeting must not be conducted at a general meeting at a time when a quorum is not present.
3.4.3. If at any time during a general meeting there ceases to be a quorum present, business in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
3.5. Each Active Member is entitled to one vote and voting by proxy is not allowed.
3.5.1. The Chair must not cast a second vote in addition to the vote to which they may be entitled to as a member, and thus change the outcome of a vote.
3.6 The Board of Elders may approve and provide for electronic participation in an Annual General Meeting or Special Meeting of the church’s members.
Notice of the meeting shall provide instructions for attendance and/or participation in the meeting. Such meetings shall ensure that members have the following capabilities:
- The ability to determine if a quorum is present.
- The ability to enter into discussion and be heard by those in attendance.
- The ability to vote.
3.7. The current edition of Robert’s Rules of Order is the definitive resource on procedures at meetings of the members unless another procedure is otherwise provided by these bylaws.
Part IV – Board of Elders
4.1. The Board must consist of the Lead Pastor, and at least three (3) and up to a maximum of eight (8) elected members. The number of elders must be set annually by the Board. The number of Board members must be an odd number (including the Lead Pastor).
4.1.1. Board members must annually sign a declaration of not being ineligible as defined by the Canada Income Tax Act.
4.1.2. Unless otherwise restricted, all Active Members are eligible to serve on the Board.
4.1.3. If the number of elders falls below three (3) plus the Lead Pastor, the Board must appoint an eligible Active Member to serve until the next Annual General Meeting.
4.1.4 Board members must declare any potential conflict of interest regarding any agenda item at the beginning of each meeting.
4.2. The length of term will be two (2) years; however, an occasional term of one (1) year is acceptable.
4.2.1. A Board member may serve a maximum of three (3) consecutive terms and shall not be eligible for election for a period of one year. The total length of consecutive service must be no longer than six (6) years without a break.
4.3. The term of office begins at the conclusion of the Annual General Meeting at which the member is elected.
4.4. The Board must meet at least once per quarter. Meetings may be held at places the Board sees fit and attendance may include electronic means.
4.5. The quorum for meetings of the Board is a majority of the serving members.
4.6. A motion proposed at a Board meeting need not be seconded and the Chair of a meeting may move or propose a resolution.
4.6.1. The Chair must not cast a second vote in addition to the vote to which they may be entitled to as a member, and thus change the outcome of a vote.
4.7 The Board may pass a resolution without a meeting if a majority of the Board consents to the resolution in writing or by electronic means and it is recorded in the minutes.
4.8. The Board must elect the officers of the church – the Vice-Chair, Secretary, and Treasurer from among its members. The positions of Secretary and Treasurer may be held by one person, in which case the position must be identified as Secretary/Treasurer.
4.8.1. The Lead Pastor or a member of the Board appointed by him must be the Chair of the Board.
4.8.2. If the Lead Pastor is not the Chair of the Board, he retains the position of an officer of the church.
4.9. Any two officers may sign documents on behalf of the church with the approval of the Board.
4.10. The Board may delegate any, but not all, of their powers to committees consisting of one or more Board members as they see fit.
4.10.1. A committee so formed in the exercise of powers so delegated must conform to any rules imposed on it by the Board, and must report every act done in exercise of those powers to the earliest meeting of the Board after the act has been done.
4.11. The Board must set and be the final interpreter of church policies.
4.12. Unless stipulated in higher precedence legislation or these bylaws, the Board must determine the requirement for a special resolution.
4.13. The Board must annually review the Lead Pastor’s ministry and remuneration.
4.13.1. As part of the annual budget process, the Board must review staff salaries and benefits.
4.14. Every member of the Board and officer of the church or other person who has taken or is about to undertake any liability on behalf of the church and their heirs, executors, and administrators, and estate and effects, respectively, must from time to time and at all times, be indemnified and saved harmless, out of the funds of the church or applicable insurance from and against:
a) all costs, charges, and expenses whatsoever which the Board member, an officer, or other person sustains or incurs in or about any action, suit, or proceeding which is brought, commenced, or prosecuted against them in respect of any act, deed, matter, or thing whatsoever made, done, or permitted by them in or about the execution of the duties of their office or in respect of any such liability;
b) all other costs, charges, or expenses which are sustained or incurred in or about in relation to the affair thereof, except the costs, charges, or expenses occasioned by willful neglect or default.
4.15. A Board member may be removed from office by special resolution of the Board if the member:
a) is absent for three (3) consecutive meetings without sufficient reason;
b) becomes ineligible under the Income Tax Act;
c) fails in their responsibilities as stipulated in the Constitution;
d) becomes a Member not in good standing
4.15.1. If a Board member is removed from office under Part IV, 4.15, an Active Member may be appointed, by ordinary resolution of the Board, to serve as a member until the next Annual General Meeting.
4.16. Persons who are not Board members may be present at a Board meeting or portion thereof at the invitation of the Board.
4.17. The current edition of Robert’s Rules of Order is the definitive resource on procedures at meetings of the Board unless another procedure is otherwise provided by these bylaws.
Part V – Finances
5.1. The Treasurer and those appointed by the Board are the signing officers for the church bank accounts.
5.1.1. The Treasurer must be one of the signing officers of all church-related accounts.
5.2. The church shall not incur debt, with the exception of church credit card debt and capital leases not exceeding $30,000 per item, without the approval of the District Executive Committee.
5.3 The church may invest its funds only in an investment in which a prudent investor might invest.
5.4. Any non-budgeted proposed capital expenditure exceeding 10% of the annual budget must be approved by special resolution at a duly called meeting of the members.
5.5 Real property may be acquired, disposed of, improved, or encumbered by order of the Board, subject to the approval of the members by special resolution and to approval by the District Executive Committee.
5.6. The fiscal year of the church is from January 1st to December 31st.
5.7 In a year that the church’s annual revenues do not exceed $250,000, by special resolution the members may choose to have that year’s financial statements compiled by an Independent Chartered Professional Accountant. The compiled financial statements must be prepared in accordance with the Accounting Standards for Not-for-Profit Organizations. To remain in effect until such time as annual revenue exceeds $250,000 or is revoked by a special resolution of the members.
If any time the church’s annual revenue exceeds $250,000 or the member’s special resolution is revoked, the financial statements must be audited or reviewed by an Independent Chartered Professional Accountant. The audited or reviewed financial statements must be prepared in accordance with the Accounting Standards for Not-for-Profit Organizations.
5.8 The Board must establish a Financial Statement Review Committee to provide oversight of the financial reporting process.
5.8.1 Committee members must be at arms-length from each other – free of any relationship that could interfere with their independent judgment.
5.9. The Financial Statement Review Committee must:
a) be appointed by the Board and report to the Board;
b) consist of a minimum of three (3) Board Members (unless impractical), with the majority of Committee members being Board members;
c) meet at least annually;
d) review the annual financial statements and the findings letter;
e) if necessary, meet in camera with the independent Chartered Professional Accountant who reported on the annual financial statements;
f) report its findings and recommendations to the Board prior to the first Annual General Meeting following the end of the fiscal year;
g) review other matters assigned by the Board such as, but not limited to, larger projects and purchases, financial policies, and adequacy of insurance.
Part VI – Church Ministries
6.1. The Board must ensure that there is an effective organizational structure for the church and its ministries.
6.2. The Board must ensure that policies and procedures are established for the affirmation, appointment and potential removal of leaders in all church ministries.
6.3. Each ministry leader or committee must function with a ministry description that describes both responsibilities and accountability. The group or individual that appoints the person or committee must be responsible to ensure the ministry description is in place.
Part VII – Elections
7.1. The Nominating Committee must consist of the Lead Pastor, a minimum of two (2) board members appointed by the Board, and an equal number of Active Members, who are non-Board members, elected at the Annual General Meeting or another duly called meeting of the members.
7.1.1. The Nominating Committee will serve until the next Annual General Meeting.
7.1.2. The Board must appoint replacements for any vacancy that should occur in the Nominating Committee membership during the term of office.
7.2. The Board must annually inform the Nominating Committee of:
a) the number of Board members desired for the next term, ensuring a continuity of leadership;
b) the number of eligible members who are not Board members to be elected to the Nominating Committee; and
c) the positions and number of candidates for any other office that are established by the bylaws or the Board.
7.3. The Nominating Committee will place in nomination, and report to the members, the nominees required for each position as specified by the bylaws or the Board.
7.3.1. If the Nominating Committee wishes to consider one of its members for nomination, that person must withdraw from the Nominating Committee meeting while the decision is being made regarding the nomination.
7.4. The Nominating Committee must establish its process for considering potential nominees.
7.5. The Nominating Committee must post its report via print and/or electronic media at least twenty-one (21) days prior to the date set for the Annual General Meeting. Such report must include biographical information of each candidate.
7.6. Additional nominations may be made by any three (3) Active Members by submitting the name in writing on the approved Nomination Form to the Lead Pastor for posting at least fourteen (14) days prior to the Annual General Meeting.
7.6.1. The proposed nominee must consent to being nominated before the Nominating Form is submitted to the Lead Pastor.
7.7. Such nomination must be included on the ballot without being vetted by the Nominating Committee.
Part VIII – General
8.1. No offering for outside agencies will be solicited without the approval of the Board.
8.2. Members may inspect the records of the church with the exception of the proceedings (minutes) of the Board and individual donor records other than the member’s own.
8.3. Should the church cease to exist or cease to be subject to The Manual, which includes the Statement of Faith of The Christian and Missionary Alliance in Canada, all of its real property, appurtenances, and effects associated with the member church prior to its withdrawal shall inure to the benefit of and remain the property of The Christian and Missionary Alliance – Canadian Pacific District.
8.4. The Bylaws are written in both Chinese and English, and in case of discrepancy between the two versions, the English version shall prevail.
Part IX – Amendments
9.1. Bylaw amendments may be proposed by the Board and submitted to the District Superintendent for approval by the District Executive Committee.
9.2. Amendments will be valid only after being approved by the District Executive Committee and adopted by special resolution of the Active Members present at a duly called meeting for such purpose.
Adopted: May 28th, 2017, Organizational Meeting
Amended: Mar 18th, 2018, AGM
Amended: Mar 28th, 2021, AGM
Amended: Mar 26th, 2023, AGM