GENERAL OPERATING

BY-LAW NUMBER 1

(approved January 25, 2004)

(amended June 11, 2006)

A By-Law relating generally to the transaction of the

affairs of Southwood Community Church (a Federal Corporation)

BE IT ENACTED as a By-Law of Southwood Community Church (hereinafter referred to as the “Church”) as follows:

1. DEFINITIONS

1.1 In this By-Law and all other By-laws and Resolutions unless the context otherwise requires, the following definitions shall apply:

(1) “Act” means the Canada Corporations Act R.S.C. 1970, c.C.32 as amended from time to time and any statute enacted in substitution thereof, and in the case of such substitution, any references in the By-law of the Corporation to provisions of the Act shall be read as references to the substituted provisions thereof in the new statute or statutes;

(2) “Statement of Beliefs” means the Statement of Beliefs set out in this Bylaw;

(3) “Elders Council” means the Governing Elders Council, as determined by the Church Ministry Partners;

(4) “Ministry Team Leader” means a Deacon, as

determined by the Elders Council;

(5) “By-law” or “By-laws” means any By-law of the Corporation from time to time in force and effect, including the General Operating By-law;

(6) “Church” means the legal entity incorporated as a Corporation without share capital under the Act by Letters Patent dated the 25th day of January, 2004, and named SOUTHWOOD COMMUNITY CHURCH, through which its Ministry Partners may fellowship together as a New Testament Church;

(7) “Constitution” means the Letters Patent, General Operating By-law and any Policy Statements adopted by the Church from time to time to which all Ministry Partners are required to subscribe;

(8) “Ministry Team” means any group of Ministry Partners as established in accordance with this General Operating By-law;

(9) “Corporation” means the Church as defined herein;

(10) “Elder” means a member of the Elders Council who shall be deemed to be an Officer pursuant to the Act, also referred to as a lay pastor;

(11) “Discipline” means seeking to reconcile Individuals to one another through mutual forgiveness and restoring offenders to fellowship with God and the Church, or failing repentance the withdrawal of Ministry Partnership status;

(12) “Documents” includes deeds, mortgages, hypothecates, charges, conveyances, transfers and assignments of property, real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfer and assignments of shares, bonds, debentures or other securities and all paper writing;

(13) “General Operating By-law” means this By-law and any other By-laws intended to amend or replace the General Operating By-law herein;

(14) “Letters Patent” means the Letters Patent incorporating the Church, as from time to time amended or supplemented by Supplementary Letters Patent;

(15) “Ministry Partnership Meeting” means any lawfully called annual or special meeting of the Ministry Partners;

(16) “Ministry Partner” means a Ministry Partner of the Church. “Ministry Partners” or “Ministry Partnership” means the collective Ministry Partnership of the Church, unless the context otherwise requires;

(17) “Objects” means the charitable Objects of the Corporation as contained in the Letters Patent;

(18) “Officer” means an Officer of the Church as described in Section 30.01 of this General Operating By-law;

(19) “Chief Officer” means an Officer of the Church who functions as the chair of the Elders Council

(20) “Vice Chief Officer” means an Officer of the Church who functions as the

vice-chair of the Elders Council

(21) “Pastor” means the Lead Pastor of the Church as described herein;

(22) “Staff Pastor” means any other remunerated pastor of the church as

described herein;

(23) “Person” means an individual person, but does not include corporations,

partnerships, trusts, or unincorporated organisations;

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

(25) “Resolution” means a Resolution passed by either the Elders Council or Ministry Partners by a majority vote, unless the Act or this By-law otherwise requires.

(26)“Christian Mediator” means any person who subscribes without reservation to the Statement of Beliefs, who has reached his 21^st birthday, and who is a Ministry Partner of the Church or member in good standing of a like-minded church.

(27)“Associate Elder” means a head of a ministry area of the church which may include multiple Ministry Teams and Ministry Team Leaders;

2. FUNDAMENTAL TERMS AND INTERPRETATION

2.01 All By-laws shall be strictly interpreted at all times in accordance with and subject to the Objects and Statement of Beliefs. If any of the provisions contained in this By-law are inconsistent with those contained in the Letters Patent, the Statement of Beliefs or the Act, the provisions contained in the Letters Patent, the Statement of Beliefs or the Act, as the case may be, shall prevail.

2.02 The Statement of Beliefs Ministry Partners are required to subscribe to are as follows:

(1) Article I – About the Bible

We believe the Bible to be the complete Word of God. We believe that the sixty-six books of the Bible, as originally written, comprising the Old and New Testaments are verbally breathed by God the Holy Spirit and are entirely free from error. We believe that the Bible is the final authority in all matters of faith and practice and the true basis of Christian fellowship (see 2 Timothy 3:16 & 2 Peter 1:19-21).

(2) About God

We believe in one God, Creator of all, holy, sovereign, eternal, loving, gracious, merciful, existing in three equal Persons, the Father, the Son, and the Holy Spirit (see Psalm 102:25-27 & 1 Corinthians 8:5-6).

(3) About Jesus Christ

We believe that Jesus Christ is completely and necessarily God, that He existed eternally with God the Father before his birth, that He was virgin-born, lived a sinless life, died as our substitute for sin, rose from the grave, victoriously returned to the Father, and works as our advocate before the Father. We believe that Jesus is coming back soon (see Isaiah 7:14 & John 1:1-14).

(4) About the Holy Spirit

We believe that the Holy Spirit is completely and necessarily God. He convinces of sin, of righteousness and of judgment; He renews us spiritually, makes us Christ-like, helps us understand spiritual matters and comforts those who believe in Jesus Christ. We believe that the Holy Spirit is our indwelling Counsellor. He gives Christians power and understanding for Christian life and ministry (see John 14:16-17 & 1 Corinthians 12:3-13).

(5) About Satan

We believe that Satan was once a chief angel who now exists as an evil personality. He is the originator of sin and the archenemy of God and humanity (see John 8:44 & 2 Corinthians 11:14).

(6) About People

We believe that people were divinely created in the image of God. We believe that people were created to love God and care for Creation. All people have rebelled against God, becoming guilty before God, resulting in a total inability to reconcile with God by our own effort, thereby deserving of physical and spiritual death (see Genesis 1:27 & Romans 5:12-19).

(7) About Salvation

We believe that salvation and reconciliation with God, is by the sovereign, electing grace of God; that by the will of the Father, Christ voluntarily suffered and substituted His perfect life and blood for sinners in order to turn God’s wrath from us; that God declares us blameless in His sight by faith alone in the all-sufficient sacrifice and resurrection of the Lord Jesus Christ. We believe that those whom God has called will never lose their salvation and will one day be made perfect (see John 3:16 & Ephesians 2:8-9).

(8) About the Future

We believe in the personal, bodily and wonderful return of the Lord Jesus Christ; in the bodily resurrection of believers and unbelievers; in the eternal joyful life of believers with God and in the judgment and conscious, eternal punishment of unbelievers (see 2 Thessalonians 1:7-9 & Revelation 20:1-21:4).

(9) About the Church

We believe that the church is a gathering of immersed believers, called out from the world through Jesus, voluntarily and joyfully associated together for Bible teaching, spiritual growth of its members, worship, fellowship, evangelism, prayer, and the practice of baptism and the Lord’s Supper. We believe the church is a sovereign, independent entity, exercising its own spiritual gifts, beliefs and privileges under the direction of Christ, the Great Master of the church. We believe that its leaders are elders and deacons (see Acts 2:41-47 & 1 Timothy 3:1-13).

(10) About the Ordinances

We believe that the church is to regularly observe two customs, baptism by immersion, which signifies identification with Jesus’ death, burial and resurrection and the Lord’s Supper (Communion) which is a memorial symbolizing Jesus’ body and blood (see Luke 22:7-20 & Acts 2:38).

2.03 In all By-laws and Resolutions, unless the context otherwise requires, the following interpretations shall apply:

(1) words importing the singular number include the plural and vice versa;

(2) words importing the masculine gender include the feminine and neuter genders unless otherwise specifically provided; and

(3) words importing or referring to Person or Persons shall include individual persons only and shall specifically exclude corporations, partnerships, trusts and unincorporated organisations.

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

MINISTRY PARTNERSHIP

3. QUALIFICATIONS FOR MINISTRY PARTNERSHIP

3.01 The first Directors of the Corporation shall be the initial Ministry Partners. Thereafter, the Ministry Partnership shall be comprised of those persons who have been admitted into Ministry Partnership in accordance with section 4.06.

3.02 Any Person shall qualify to be a Ministry Partner if he:

(1) Professes personal faith in Jesus Christ as Saviour and Lord;

(2) Has been baptized by immersion as a believer;

(3) Would not be under discipline as set out in section 9.01, if he were a ministry partner; and

(4) Has completed the procedure for admission into Ministry Partnership set out in section 4.01 to 4.06;

(5) Is in full agreement with the Statement of Beliefs in section 2.02.

4. ADMISSION TO MINISTRY PARTNERSHIP

4.01 Any person may initiate an application for Ministry Partnership by either an oral or written request to the Pastor, or any Elder.

4.02 The applicant shall be required to sign a written covenant for Ministry Partnership, which includes a declaration of his profession of faith in Jesus Christ as Saviour and Lord, and a commitment to adhere and be subject to the authority of the Church as expressed in the Church Constitution.

4.03 The applicant shall be interviewed by a pastor or elder, appointed by the Elders Council, to verify that the applicant fulfills all the qualifications for Ministry Partnership and understands the Church policies and the responsibilities of Ministry Partnership and exhibits a lifestyle and attitude consistent with the teachings of the Bible.

4.04 Once the Combined Elders Council is satisfied that the applicant fulfils all the qualifications for Ministry Partnership as set out in section 3.02 herein, the Elders Council may, in their absolute discretion, recommend such Person to the Ministry Partnership for approval at the next Ministry Partnership Meeting or worship service.

4.05 After the Person is voted into Ministry Partnership by the Ministry Partners, then such Person shall immediately be deemed to have become a Ministry Partner.

4.06Upon Resolution of the Elders Council, existing ministry partners of the unincorporated church from which this Church has been formed shall be deemed to be Ministry Partners of the incorporated Church.

5. PRIVILEGES, RIGHTS AND DUTIES OF MINISTRY PARTNERSHIP

5.01 Ministry Partnership carries the following duties, privileges and rights:

(1) to minister to one another’s spiritual needs as part of the Body of Christ;

4 to participate in Church activities and ministries as the Lord directs and personal circumstances permit, in accordance with Church policies and philosophy of ministry;

(2) to financially support the work of the Church as the Lord directs and personal circumstances permit;

(3) to respect and submit to the spiritual authority and procedures of the Church as expressed in the Constitution;

(4) to attend all public meetings of the Church subject to section 11.20 herein;

(5) to participate in the ordinances administered by the Church;

(6) to attend, speak and participate at all Ministry Partnership Meetings; and

(7) to a single vote, in person (or by proxy if permitted by the Elders Council in accordance with this bylaw) at all Ministry Partnership Meetings if aged 16 or over.

6. WITHDRAWAL AND REMOVAL

6.01 A Ministry Partner, who is not under discipline, may withdraw as a Ministry Partner. Every Person withdrawing as a Ministry Partner must do so by notification to the Combined Elders Council together with an explanation of the reasons for the request for withdrawal.

6.02 Upon receipt of such request for withdrawal as a Ministry Partner, and upon the Combined Elders Council confirming that such Person is not under Discipline of the Church, such Person shall be removed from Ministry Partnership and shall be deemed to have also resigned from his position, if applicable, as an Officer, Deacon, Elder or Ministry Team Leader. If a Ministry Partner is under the Discipline of the Church, then notwithstanding his request for withdrawal, he shall continue as a Ministry Partner and be subject to the authority of the Church as set out in the Constitution until such time that the discipline process is complete, after which time he is free to withdraw as a Ministry Partner.

6.03 If a Ministry Partner is habitually absent from the Church for a period of 12 consecutive months without a reasonable explanation, the Elders Council, in its sole discretion, may remove him from ministry provided that the Elders Council has first sent written notice by registered and regular mail to such Person of its intention to remove ministry partnership thirty (30) days thereafter.

7. MINISTRY PARTNERSHIP RECORD

7.01 A record of Ministry Partners shall be kept by the Church Clerk.

8. RESOLUTION OF DISPUTES AMONG MINISTRY PARTNERS

8.01 Disputes amongst Ministry Partners should, as much as possible, be resolved in accordance with principles set out in Matthew 18:15-20, Luke 17:3, Galatians 6:1, and 1 Corinthians 5:1-5. Without limiting the generality of the said passages of the Bible, the following procedure should, as much as possible, be adopted where a dispute occurs amongst Ministry Partners:

(1) a Ministry Partner who believes that he has been wronged by another Ministry Partner for whatever reason shall confront such Ministry Partner with an explanation of the wrong which is alleged to have occurred;

(2) if the Ministry Partner so confronted does not listen to the Ministry Partner who has confronted him, or if the matter is not resolved, then the Ministry Partner who is alleged to have been wronged shall confront the Ministry Partner who is alleged to have caused the wrong in the presence of one or two other Ministry Partners;

(3) if the Ministry Partner who is alleged to have done the wrong still does not listen, or if the dispute is not resolved, then the Ministry Partner who is alleged to have been wronged shall refer the matter to a Pastor, or Elder, and the Pastor, or Elder, shall then confront the Ministry Partner who is alleged to have caused the wrong in an attempt to resolve the dispute, failing which the matter shall be referred to the Elders Council, pursuant to the procedure for Discipline set out in section 11.01 to 11.19 herein.

9. CIRCUMSTANCES GIVING CAUSE FOR DISCIPLINE

9.01 An Individual shall be deemed to be under the Discipline of the Church if the Elders Council determines by Resolution that any of the following circumstances have occurred:

(1) he has evidenced unethical or immoral conduct or behaviour that is unbecoming of a Christian, contrary to Biblical principles and commands;

(2) his conduct evidences an unwillingness to either comply with, adhere to, or submit to the authority and procedures set out in the Constitution;

(3) he has propagated doctrines and practices contrary to those set forth in the Statement of Beliefs, or the general teachings of the Church;

(4) he has wronged another Individual causing discord or dissension in the Church, with or without malicious intent, that is not repented of, and has not been resolved through the mechanism for dispute resolution set out in section 8.01 above.

10. RESTORATION THROUGH DISCIPLINE

10.01 Christ’s exhortation to watch over one another, and to bear one another’s burdens in the spirit of meekness and love, shall be foremost in the minds of the Elders Council in fulfilling their responsibility for the Discipline of Ministry Partners. The primary aim of Discipline shall be the restoration of the offender to fellowship with God and with the Church. The Church has not only the right, but the duty, to practise such Discipline in a Christian manner. In administering Discipline, care shall be taken that the Ministry Partners carry a worthy witness of their faith before the world, both for the sake of the spiritual formation of each Ministry Partner, and for the testimony of the Church.

11. PROCEDURE FOR DISCIPLINE

11.01 No allegation giving rise to disciplinary action against a Ministry Partner, pursuant to section 9.01 above, shall be considered by the Church unless such allegation is first set out in a signed written statement detailing the nature of the allegation and an explanation of the basis upon which it is made, and is given to the Elders Council.

11.02 If the Elders Council determines, on a preliminary basis, that the written allegation is invalid, then the allegation shall be dropped, and no further disciplinary action against the Ministry Partner shall proceed. The person making the allegation shall be notified of the elder’s decision.

11.03 If the Elders Council determines, on a preliminary basis, that the written allegation requires further investigation, then the allegation shall be referred to the Elders Council for a hearing and the Ministry Partner against whom the allegation is made shall be deemed to be under the Discipline of the Church, and shall not be entitled to withdraw as a Ministry Partner without the consent of the Elders Council. The Elders Council, in its discretion, may temporarily suspend the said Ministry Partner from any office, or other official position within the Church, until the completion of the disciplinary process.

11.04 The Elders Council shall convene a hearing to consider the allegation. The Individual shall be given fourteen (14) days written notice of the date, time, and place at which the hearing will be held, by registered and regular mail at his last known address. This fourteen day period of time shall be calculated to include the date of mailing but shall exclude the date of the hearing. The notice shall briefly explain the nature of the allegation and advise the Individual that the allegation will be considered by the Elders Council at the hearing. The Individual shall be entitled to attend before the hearing to listen to the details of the allegation made and to respond thereto.

11.05 The hearing shall be conducted as a board of inquiry by the Elders Council, and an Elder shall be appointed by the Elders Council to act as the Chairperson of the hearing. The Elders shall have responsibility for carriage of the hearing, and shall make the determination concerning whether a Ministry Partner is to be disciplined at the end of the hearing and, if so, what discipline is to be imposed, which decision shall be deemed to be the decision of the Elders Council. The Elders Council shall be responsible to ensure that due process and procedural fairness, as provided for in this General Operating By-law, is complied with in relation to all aspects of the hearing and that any recommendations of discipline by the Elders Council are lawfully and fairly implemented.

11.06 The hearing shall not be open to the public, nor to the Ministry Partnership. The Ministry Partner shall be entitled to be accompanied at the hearing by two Ministry Partners, who may act as observers during the hearing, but who shall not be entitled to participate.

11.07 The Ministry Partner, and the Elders Council, may call any witnesses or evidence that is relevant to the allegation being made. No party to the hearing shall be represented by legal counsel. However, either the Ministry Partner or the Elders Council may require that the Church, at the expense of the Church, retain a lawyer, or other person with experience in the law of evidence, to act as an adjudicator to determine the admissibility of evidence before the hearing.

11.08 There shall be an equal allocation of time for the presentation of evidence by both the Elders Council, and the Ministry Partner. The Elders Council may designate a time limitation on the hearing, provided that such limitation is applied equally to the presentation of evidence by both the Elders Council, and the Ministry Partner, and provided that notice of such limitation of time is first given to the Ministry Partner at least three hours before the hearing is required to end.

11.09 All evidence presented before the hearing shall be kept confidential, except such summary facts that the Elders Council determines needs to be given to the Ministry Partnership at a subsequent Ministry Partnership meeting.

11.10 At the end of the hearing, the Elders Council shall convene in private to deliberate on the evidence presented. A four-fifths majority vote by the Elders present shall be required to conclude that the allegation is true; failing which, the allegation will be deemed not to be proven, with the result that the Ministry Partner shall no longer be subject to disciplinary proceedings by the Church, and shall be reinstated as a Ministry Partner in good standing.

11.11 In the event that the Elders Council determines that the allegation is true, then subject to section 11.12 below, the Elders Council shall decide the appropriate disciplinary action to be implemented, which decision shall be determined by a four-fifths majority vote of the Elders then present. Disciplinary action shall be determined and implemented with the intent of both protecting the integrity of the ministry of the Church, and restoring the Individual into fellowship, pursuant to Luke 17:3 and Galatians 6:1.

11.12 If the disciplinary action determined by the Elders Council involves termination, or the loss of any rights of Ministry Partnership status, removal from an elected position within the Church, or any other similar disciplinary measure that is determined, in the sole opinion of the Elders Council, by a four-fifths majority vote of the Elders then present, to be a serious action (referred to as “a serious disciplinary action”), such serious disciplinary action may be referred to, and approved by, the Ministry Partnership pursuant to the procedure set out in section 11.15 through 11.20 below.

11.13 Termination of Ministry Partnership, as a serious disciplinary action, shall be deemed appropriate only where no other alternative is available.

11.14 In the event of a non-serious disciplinary action, the Elders Council may implement such disciplinary action that it deems appropriate, by a four-fifths majority vote without referral to the Ministry Partnership, including, but not limited to, the removal of the Ministry Partner from a teaching position within the Church, the prohibition of the offending conduct or behaviour, the requirement that an apology be given, or the requirement that the Ministry Partner evidence an attitude of submission to the authority of the Church, or a spirit of contrition. The decision of the Elders Council on non-serious disciplinary action shall be communicated to the Ministry Partner, either orally or in writing, together with reasons therefore as soon as is practical after the decision has been made. The Elders Council, however, may, in its sole discretion, refer any non-serious disciplinary action to the Ministry Partnership, at any time, for approval, pursuant to the procedure set out in section 11.15 to 11.20 below.

11.15 In the event of a serious disciplinary action, or in the event that the Elders Council wishes to refer a non-serious disciplinary action to the Ministry Partnership for approval, the Elders Council shall give fourteen (14) days written notification, by registered and regular mail, to the Ministry Partner at his last known address (which period of time shall include the date of mailing but shall exclude the date of the Ministry Partnership Meeting) of the date, time, and place of the Ministry Partnership Meeting at which such matters will be considered. The notification to the Ministry Partner shall set out the recommendation of Discipline, together with a succinct statement of the reasons for such recommendation.

11.16 The Individual shall be entitled to attend the Ministry Partnership Meeting to hear the discussions and to speak on his own behalf. Neither the Individual nor the Church may be represented by legal counsel and the Ministry Partnership Meeting shall not be open to the public. The Ministry Partnership Meeting shall be for the sole purpose of determining the appropriateness of the recommendation of the form of Discipline from the Combined Elders Council or for substituting another form of Discipline as the Ministry Partners shall determine in their sole discretion. Any decision by the Ministry Partnership regarding Discipline shall require a four-fifths majority vote of the Ministry Partnership present. The meeting shall not be a new trial of the allegations and as such, only matters pertaining to the recommendations of Discipline and the appropriateness of such recommendations shall be considered.

11.17 The Chairperson shall endeavour to verbally advise the Individual of the decision of the Ministry Partnership Meeting forthwith after a vote by the Ministry Partnership is made. In addition, the Church shall promptly send written notification of the decision made by the Ministry Partnership by registered and regular mail to the Individual at his last known address within ten (10) days of a decision having been made together with a succinct summary of the reasons thereof.

11.18 The decision of the Ministry Partnership on the type of Discipline to be administered shall be final and binding. In the event that the decision of the Ministry Partnership is to terminate the Individual’s Ministry Partnership in the Church, then the Individual shall automatically cease to be a Ministry Partner upon the date that the decision by the Ministry Partnership is made.

11.19 No final pronouncement on matters of Discipline by the Church shall be made unless given orally from a prepared text at a Ministry Partnership Meeting and only after careful and sober consideration has first been made by the Combined Elders Council to avoid, as much as possible, undue or unnecessary embarrassment to the Individual or other undue or unnecessary prejudicial consequences to either the Individual or to the Church as a whole.

11.20 An Individual who has been disciplined or whose Ministry Partnership status has been terminated shall be barred from public worship unless decided otherwise by the sole opinion of the Combined Elders Council.

11.21 In the event that an Individual who has been disciplined attends any other church and that other church does not seek a letter of reference from the Church, the Pastor or any Elder shall be authorised to verbally advise the other church that the Individual in question has been disciplined by the Church.

11.22 If the Individual is under the age of 18 when an allegation is made, then the discipline procedure described in this section shall be modified to require that any notification provided for herein shall also be given to the parents or legal guardians of the Individual and such person shall be entitled to attend and speak on behalf of such Individual at any hearing provided for herein.

12 WAIVER, MEDIATION AND ARBITRATION

12.01 Notwithstanding anything else contained herein, Ministry Partnership status is given upon the strict condition that disciplinary proceedings, the results thereof, and any other proceedings or matters carried out in accordance with the Constitution shall not give a Ministry Partner cause for any legal action against either the Church, the Pastor, staff Pastor, staff Ministry Partner, Elder, Ministry Team Leader, Officer, or Ministry Partner and the acceptance of Ministry Partnership status shall constitute conclusive and absolute evidence of a waiver by the Ministry Partner of all rights of action, causes of action, and all claims and demands against the Church, the Pastor, staff Pastor, staff Ministry Partner, Elder, Ministry Team Leader, Officer, or Ministry Partner, in relation to disciplinary proceedings and the results thereof and any other proceedings or matters carried out in accordance with the Constitution or involving the Church in any manner whatsoever and this provision may be pleaded as a complete bar against further action in the event that such action is commenced in violation hereof.

12.02 In the event that a Ministry Partner is dissatisfied with any disciplinary proceedings, the results thereof, or any other matter arising out of the Constitution, involving the Ministry Partner and the Church, if the Ministry Partner does not violate or circumvent the waiver contained in Section 12.01 or attempt to do so, then that Ministry Partner may seek to have his concerns resolved through a process of Christian dispute resolution in accordance with Matthew 18:16 as follows:

(1) The matter shall first be submitted to a panel of Christian Mediators whereby the Ministry Partner appoints one mediator, the Church appoints one mediator and the two mediators so appointed jointly appoint a third mediator.

(2) The number of mediators may be reduced from three to one or two upon the agreement of both the Church and the Ministry Partner.

(3) The mediators so appointed shall then meet with the Combined Elders Council and the Ministry Partner in an attempt to mediate a resolution.

(4) If the matter is not resolved through mediation, then the mediators shall arbitrate and decide all issues in accordance with the provisions of the Arbitrations Act of Ontario and the award of the mediators in their role as arbitrators shall be final and binding upon the parties and the judgement once given may be entered by any Court having jurisdiction.

(5) All costs of the mediators appointed in accordance with this section shall be borne equally by the Ministry Partner and the Church.

13. MINISTRY PARTNERSHIP MEETINGS

13.01 There shall be an annual Ministry Partnership Meeting at such time and place determined by the Elders Council to be no later than March 31st of each year to:

(1) review and approve the financial statements for the immediately preceding year, including the Auditor’s report thereon;

(2) appoint the Auditor(s) for the upcoming year;

(3) approve the proposed budget for the upcoming fiscal year; and

(4) transact any other necessary business.

13.02 A spring election Ministry Partnership Meeting shall be held at such time and place as determined by the Elders Council during the months of May or June of each year to do the following:

(1) elect Ministry Partners to the Elders Council as required.

(2) elect Ministry Partners to Officer positions as required.

5 (3) elect Ministry Partners to Associate Elder positions as required.

(4) hear necessary reports from the Officers, Associate Elders, Ministry Team Leaders, Pastor, staff Pastors, staff Ministry Partners and the Elders Council; and transact any other necessary business.

13.03 At the request of a majority of the Elders Council, or upon the request of at least 10% of the existing Ministry Partners, other special meetings of the Ministry Partnership shall be called and convened by the Chief Officer within thirty (30) days of the request.

13.04 Notice of all Ministry Partnership Meetings (annual, spring and other) shall be given to Ministry Partners by notice verbally during a worship service or on the Church Community News at least two Sundays prior to the date of the Ministry Partnership Meeting. The notice for all Ministry Partnership Meetings shall include the date, time, place and purpose of the meeting and shall contain sufficient information to permit the Ministry Partnership to form a reasoned judgement on any decisions to be taken. The Elders Council may from time to time, in its absolute discretion, permit voting by proxy upon such terms and conditions, and in such circumstances, as the Elders Council deems appropriate but nothing in this Bylaw shall be construed as conveying a right to vote by proxy. Notice of each Ministry Partnership meeting shall remind the Ministry Partner that the Ministry Partner shall have the right to vote by proxy, subject to the provisions above, by submitting a ballot approved by the Elders Council to the Chief Officer no later than the day of the vote, if applicable.

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

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

13.07 A quorum for all Ministry Partnership Meetings shall be constituted by the presence of those Ministry Partners who attend and are accounted for immediately prior to the time of the meeting in question.

13.08 The Chief Officer (or his designate appointed by the Elders Council by Resolution) shall act as chair of all Ministry Partnership Meetings.

13.09 At all Ministry Partnership Meetings, every question shall be determined by Resolution, being an 80% vote of Ministry Partners present, unless otherwise provided for by the Act or elsewhere in this By-law.

13.10 Every question submitted to any Ministry Partnership Meeting shall be decided by a show of hands, except where a secret ballot is provided for or requested as stated below.

13.11 The Chief Officer shall declare that a motion has been carried or carried unanimously, in keeping with 13.09, and such a declaration shall be conclusive evidence of the fact. A secret ballot may be held either upon the decision of the Chief Officer or upon request of any Ministry Partner and shall be taken in such manner as the Chief Officer directs. The result of a secret ballot shall be deemed to be the decision of the meeting at which the secret ballot was held. A request for a secret ballot may be withdrawn.

13.12 Thetc \l3 “The rules of procedure for Ministry Partnership Meetings, and Elders Council meetings shall follow Sturgis’ Standard Code of Parliamentary Procedure, by the most current edition, except where varied by this By-law.

13.13 The Chief Officer may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Ministry Partnership. Any business may be brought before or dealt with at any adjourned meeting, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

ELDERS COUNCIL

14. DEFINITION OF ELDERS COUNCIL

14.01 The administrative affairs, temporal affairs and spiritual oversight of the Church shall be the responsibility of the Elders Council consisting of no fewer than 2 Ministry Partners as determined by the Ministry Partners at the spring election Ministry Partnership Meeting each year. For purposes of the Act, the Elders Council shall be deemed to be the Directors and in this regard an Elder shall be deemed to be a Director of the Corporation.

15. PROVISIONALtc \l2 “PROVISIONAL ELDERS COUNCIL

15.01 The applicants for incorporation herein shall become the provisional members of the Elders Council whose term of office shall continue until their successors are elected. At the first Ministry Partnership Meeting, the Elders then elected shall replace the provisional members of the Elders Council named in the Letters Patent.

16. QUALIFICATION FOR ELDERS COUNCIL OF ELDERS

16.01 A Ministry Partner may be considered for election to the Elders Council if such person:

(1) is a male over the age of twenty-one (21);

(2) has an active involvement within the Church;

(3) fulfils the spiritual qualifications of an Elder listed in I Timothy 3:1-7;

(4) is in full agreement with the Church Constitution;

(5) recognizes that membership on the Elders Council is a position primarily to provide servant-leadership through teaching and preaching the Word, giving comprehensive oversight to the church, and guarding it against error. It is a commitment to humble service, not a position of prestige or status, nor a reward for past service;

(6) recognizes that membership on the Elders Council is not only an oversight role but shall involve active participation in, and leadership of, ministries of the Church as they are needed;

(7) and his wife, father, mother, child, brother or sister, or spouse of such Person, are not employees, agents or individuals that are receiving remuneration either directly or indirectly from the Church; and

(8) is not an undischarged bankrupt.

17. ELECTION OF ELDERS COUNCIL

17.01 The Elders Council shall be elected by a Resolution of the Ministry Partners at the special election Ministry Partnership Meeting to be held during the months of May or June of each year from the slate of nominations examined by the Elders Council and presented by the existing Elders Council for office.

18. TERM OF OFFICE AND ROTATION OF ELDERS COUNCIL

18.01 An elder shall hold office for a term of three (3) years.

19. AUTHORITY OF ELDERS COUNCIL

19.01 The Elders Council shall be responsible for the overall spiritual and doctrinal affairs of the Church and shall make or cause to be made for the Church in its name any kind of contract which the Church may lawfully enter into, save as hereinafter provided, and generally may exercise such other powers and do such other acts and things as the Church is by its Letters Patent, the Act, or otherwise authorised to do.

19.02 Without limiting the generality of the foregoing, the Elders Council shall be authorised to carry out the following duties and responsibilities:

(1) overall responsibility for the spiritual and doctrinal direction of the Church, as well as ensuring that the day to day administration and operations of the Church are cared for and to oversee the expenditure of Church funds in general accordance with the approved annual budget;

(2) formulate and institute Policy Statements as defined in section 43 for the Ministry Partnership and to implement those Policy Statements;

(3) to respect the authority of the Lead Pastor and staff Pastors who also fulfill the office of elder as defined in the Bible, to provide spiritual leadership for the Church and to assist in implementing such ministries and programmes as are determined appropriate in mutual support of such spiritual leadership;

(4) to oversee the Discipline of Ministry Partners, in conjunction with the Lead Pastor and staff Pastors pursuant to the procedures set out in the General Operating By-law;

(5) to ensure that all employed personnel of the Church, including staff Pastors, are accountable to the Lead Pastor and are followers of the Christian faith, confessing Jesus Christ as their personal Saviour and Lord and are in full agreement with and subject to the authority of the Church pursuant to the Church Constitution;

(6) to take such steps as are necessary to enable the Church to acquire, accept or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Church;

(7) to appoint such agents and hire such staff and employees (with the exception of the pastoral staff which shall require Ministry Partnership approval) as it deems necessary from time to time and such Persons shall have such authority and shall perform such duties as shall be prescribed by the Elders Council at the time of such appointment; and

(8) to establish other offices and/or agencies elsewhere in Canada or internationally on behalf of the Church.

19.03 The remuneration for all employees and agents of the Church shall be fixed by the Elders Council by Resolution. Such Resolution shall have force and effect provided that such remuneration does not exceed the current approved budget of the Church, otherwise such Resolution shall require the approval of the Ministry Partnership before coming into force and effect.

19.04 The Elders Council shall through the Chief Officer report to the Ministry Partnership at the annual Ministry Partnership Meeting and the Chief Officer shall be available to answer any questions by Ministry Partners and to entertain any motion arising from the floor concerning the proceedings of the Elders Council.

19.05 The Elders shall serve without remuneration and no Elder shall directly or indirectly receive any profit from his position as such, nor shall any Elder receive any direct or indirect remuneration from the Church, provided that the Elder may be paid for reasonable expenses incurred by him in the performance of his duties.

19.06 No Elder shall place himself in a position where there is a conflict of interest between his duties as an Elder and his other interest. Every Elder who is in any way directly or indirectly interested in or may become interested in a material way in an existing or proposed contract, transaction or arrangement with the Church or who otherwise has a conflict of interest by virtue of involvement with a Ministry Partner of his family (with “family” defined as spouse, father, mother, child, or spouse of such family members) or by the involvement of his partner, business associate or corporation that the Elder is involved with as either a director, shareholder, officer, employer or agent, then such Elder shall declare his conflict of interest fully at a meeting of the Elders Council and shall withdraw from any discussion or vote thereon and if such proposed contract, transaction or arrangement is approved by the Elders Council, such Elder shall immediately resign from membership on the Elders Council.

20. RESIGNATION FROM ELDERS COUNCIL

20.01 If the personal circumstances of any Elder make it difficult for that Elder to devote the necessary time or energy to the work of the Elders Council, then that Elder shall be free to resign from the Elders Council without embarrassment or stigma regardless of the remainder of the term of that Elder.

20.02 If for any reason an Elder chooses to resign, then that Elder shall give thirty (30) days written notice, if possible, to the Lead Pastor who in turn shall call it to the attention of the Elders Council. Such letter of resignation shall set out the reasons for the departure of the Elder.

21. VACANCY ON ELDERS COUNCIL

21.01 The position of an Elder shall be automatically vacated if any of the following situations occur:

(1) he resigns as a Elder by delivery of the written resignation to the Lead Pastor;

(2) he no longer fulfils all the qualifications of an Elder set out in section 16.01;

(3) he is found to be mentally incompetent or of unsound mind;

(4) he ceases to be a Ministry Partner;

(5) he, in the opinion of a four-fifths majority vote of the Elders Council and confirmed by Resolution passed by a majority of the Ministry Partners present in person at a Ministry Partnership Meeting called for that purpose, has evidenced unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to Biblical principles, or is no longer willing to either comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution;

(6) he is determined by a four-fifths vote of the Ministry Partners present in person at a Meeting called for that purpose to be unfit to hold office as a Elder for any reason; or

(7) he dies.

22. ELDERS COUNCIL MEETINGS

22.01 Regular meetings of the Elders Council shall be held at such times and places as shall be determined by the Chief Officer but not less than six (6) times a year. The dates for regular meetings shall be published and distributed to all Elders, as soon as possible.

22.02 Special meetings of the Elders Council may be called by a pastor or by request of any elder to the Chief Officer who shall then give notice of a special meeting of the Elders Council as soon as possible thereafter.

22.03 All meetings of the Elders Council shall be held on fourteen (14) days notice either addressed and mailed, delivered to or emailed to each Elder prior to such meeting or at the call of the Chief Officer or Lead Pastor upon a 24 hour telephone notice, or an unanimously agreed upon time in the event of an emergency.

22.04 An Elder may waive notice of a meeting of the Elders Council and attendance at such meeting shall constitute a waiver of notice, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

22.05 The accidental omission to give notice of any meeting of the Elders Council to, or the non-receipt of any notice by, any Elder shall not invalidate any Resolution passed or any proceeding taken at such meeting, provided that no Elder objects to such omission or irregularity.

22.06 The Chief Officer shall be appointed by the Elders Council from amongst the Elders at the first Elders Council following each spring Ministry Partnership meeting. The Chief Officer shall serve in that capacity for a term of one (1) year and shall be an Officer. The duties of Chief Officer shall be those set out in section 30.01 herein.

22.07 The Vice-Chief Officer shall be appointed by the Elders Council from amongst the Elders at the first Elders Council following each spring Ministry Partnership meeting. The Vice-Chief Officer shall serve for a term of one year in that capacity and shall be an Officer. The duties of the Vice-Chief Officer shall be those set out in section 30.02 herein.

22.08 A quorum for a meeting of the Elders Council shall be a majority of the Elders.

22.09 With the exception of the Lead Pastor and Staff Pastors, all Elders shall have one vote.

22.10 The Elders Council shall keep written minutes of each meeting. The Elders Council shall appoint an Elder to prepare and maintain such minutes. Due to the potentially confidential nature of matters discussed at the Elders Council, the minutes shall not be made public or available for review by Ministry Partners with the exception of matters dealing with financial considerations which shall be disclosed to a Ministry Partner upon written request or such other matters upon the unanimous consent of the Elders Council.

22.11 If all Elders consent thereto generally or in respect of a particular meeting, an Elder may participate in a meeting of the Elders Council by means of a conference telephone or other communication facility as permits all Persons participating in the meeting to hear each other, and the Elder participating in such meeting by such means is deemed to be present at the meeting.

LEAD PASTOR, STAFF PASTORS AND STAFF

23. DEFINITION AND DUTIES OFTHE LEAD PASTOR

23.01 The Lead Pastor shall be a spiritual overseer of the Church and his duties and rights shall be as follows:

(1) to provide spiritual leadership to the Church and to work in conjunction with the Elders in implementing such spiritual leadership;

(2) to work in conjunction with the Elders and the Elders Council in formulating and recommending Policy Statements to the Church as may be necessary from time to time;

(3) to exercise general supervisory authority over all staff Ministry Partners of the Church, provided that the hiring or removal of staff Ministry Partners shall require the approval of the Elders Council and/or the Ministry Partners in accordance with this By-law as the case may be;

(4) to continue to fulfill the qualifications for an Elder as set out in section 16.01 and to ensure that his lifestyle does not evidence unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to biblical principles;

(5) to be in full agreement with, uphold and be subject to the Constitution;

(6) the right to be an ex-officio Ministry Partner of (without power to vote) or appoint a designate to (without power to vote) all ministry teams and the Elders Council of the Church; and

(7) the right to receive notification and minutes of all meetings of the Elders Council, to be present and fully participate at all such meetings, provided that the Pastor shall not have a vote and shall not be present nor entitled to minutes when the Elders Council is discussing his position or salary or benefits, unless otherwise agreed upon by Resolution of the Elders Council.

24. DEFINITION AND DUTIES OF OTHER MINISTRY STAFF

24.01 If the Lead Pastor and any existing Staff Pastors together with the Combined Elders Council by Resolution determine it is necessary, subject to ratification by Resolution of the Ministry Partnership, Staff Pastors may be extended an offer by the Church for the purpose of undertaking such ministries as the Lead Pastor and the Combined Elders Council determine are necessary for the Church. The duties of a Staff Pastor shall be as established in a ministry description approved by a Resolution of the Combined Elders Council.

25. THE CALLING OF PASTORAL STAFF

25.01 When a vacancy in the position of Lead Pastor occurs, the Elders Council shall compose a Pastoral Search Team and may appoint, at their discretion, others to this team as well. When the Combined Elders Council determines that additional Pastoral Staff is needed, the Combined Elders Council, together with the Lead Pastor shall form the Search Team.

25.02 The Pastoral Search Team shall consist of the Elders and up to four (4) Ministry Partners to be appointed or elected in the following manner:

6 Four Ministry Team Leaders or other ministry partners shall be appointed by the Resolution of the Combined Elders Council, provided the Ministry Team Leaders or other ministry partners appointed are not spouses of or related to other members of the Pastoral Search Team.

25.03 The Pastoral Search Team shall be responsible to recommend to the Ministry Partnership the calling of a Lead Pastor. As much as possible, the Pastoral Search Team shall make their recommendation to the Church on an unanimous basis, but where that is not possible, a recommendation to the Church may proceed where at least eighty (80%) percent of the members of the Pastoral Search Team support the recommendation.

25.04 The Pastoral Search Team shall remain in effect until such time that the Elders Council determines that its useful purpose has ended. Any appointed Ministry Partner of the Pastoral Search Team may be removed from such team by an eighty percent (80%) vote of the Elders Council present at a meeting called for that purpose.

25.05 When the Pastoral Search Team is prepared to make a recommendation, then the recommendation shall be placed before the Ministry Partnership at a special meeting called for the purpose of hearing the report from the Pastoral Search Team and voting upon such recommendation.

25.06 Only one name for the position of Lead Pastor or Staff Pastor shall be presented to the Ministry Partnership at any one time for consideration. Upon approval of eighty percent (80%) of Ministry Partners present in person or represented by proxy at the special meeting called for that purpose, a formal offer will then be extended to the prospective Lead Pastor or Staff Pastor. In the event that the recommended name does not receive the approval of eighty percent (80%) of the Ministry Partners present or represented by proxy at the said special meeting, or in the event that the prospective Lead Pastor or Staff Pastor does not accept the offer, then the Pastoral Search Team shall resume its function in finding an alternative recommendation to be made to the Ministry Partnership until such time that an acceptable Lead Pastor or Staff Pastor, as the case may be, is found.

26. RESIGNATION OF PASTORAL STAFF

26.01 If the Lead Pastor or Staff Pastor wishes to resign, he shall first notify the Combined Elders Council in writing together with an explanation and shall provide no less than thirty (30) days notice prior to the effective date of his resignation. Such resignation will be deemed to include a resignation by the Lead Pastor or Staff Pastor as an Elder, ex-officio Ministry Partner on all ministry teams and as a Ministry Partner. Should the pastor wish to remain as a Ministry Partner he will be required to reapply for such status.

27. REMOVAL OF PASTORAL STAFF

27.01 The Lead Pastor or Staff Pastor may be removed from his position with the Church for any reason upon an eighty percent majority vote of the Ministry Partners present in person or represented by proxy, at a special meeting called for the purpose of authorizing the removal of the Lead Pastor or Staff Pastor.

27.02 Nothing contained in the said procedure shall preclude the Lead Pastor or Staff Pastor from receiving whatever notice or equivalent monetary settlement is legally appropriate in the circumstances, if any. In the event of a disagreement between the Church and the Lead Pastor or Staff Pastor concerning the amount of notice or monetary settlement, if any, that is appropriate, then before any legal action is commenced the matter shall first be referred to Person or Persons mutually acceptable to the Church and the Lead Pastor or Staff Pastor to resolve such dispute in a spirit of conciliation worthy of maintaining a Christian witness to the Church and the community.

27.03 The removal of the Lead Pastor or Staff Pastor from the Church shall be deemed to constitute his removal as an Elder and as a Ministry Partner, unless otherwise directed by the Elders Council.

28. TERMS OF EMPLOYMENT OF STAFF MINISTRY PARTNERS

28.01 All staff Ministry Partners of the Church (which shall be deemed to include the Lead Pastor, Staff Pastors, and all other employees of the Church) shall be required to fulfill and maintain the following qualifications:

(1) all staff Ministry Partners must be personally committed to Jesus Christ as Saviour and Lord and give evidence thereof; and in recognition of the integral part that each staff Ministry Partner is to the overall ministry of the Church, each prospective staff Ministry Partner shall review and sign an engagement agreement with the Church that provides that the prospective staff Ministry Partner recognizes and agrees that employment or permanent contract work with the Church requires that the lifestyle of such staff Ministry Partner must not evidence unethical or immoral conduct or behaviour that in the opinion of the Elders Council is contrary to biblical principles, and as such, the prospective staff Ministry Partner will be subject to the authority of the Church as expressed in the Constitution, including provisions dealing with Discipline.

OFFICERS

29. NAMES OF OFFICERS

29.01 The Officers shall be:

(1) The Chief Officer

(2) Vice-Chief Officer and

(3) any other Elder

30. DUTIES OF OFFICERS

30.01 The duties of the Chief Officer shall be as follows:

(1) to call and preside at all meetings of the Elders Council and the Ministry Partnership;

(2) to ensure the fairness, objectivity and completeness occurring at such meetings;

(3) to prayerfully seek the guidance of Jesus Christ in all matters of the Church;

(4) to ensure that all directives and Resolutions of the Elders Council are carried into effect;

(5) to carry out such other duties as are directed from time to time by the Elders Council;

(5) to lead the Elders, Ministry Team Leaders and the Church in the fulfillment of its responsibility to the paid staff of the Church;

(6) to provide direction to the church Treasurer by ensuring church finances are properly disbursed and accounted for; and

(7) to provide direction to the Church Clerk to ensure that the Ministry Partnership meeting minutes are recorded and disbursed and that the corporate seal of the corporation is safely kept.

30.02 The responsibilities of the Vice Chief Officer shall be to fulfill the responsibilities of the Chief Officer in the event that the Chief Officer is not able to function in his position and the Vice Chief Officer shall exercise all of the authority and comply with all of the obligations of the Chief Officer.

30.03 Unless otherwise specified in this By-law, a Person may be considered for election as an Elder/Officer of the Church so long as such Person is not an employee of the corporation or an Auditor.

ASSOCIATE ELDERS

30.1. DEFINITION OF ASSOCIATE ELDERStc \l1 “VII COMMITTEES (GENERAL PROVISIONS)

30.1.01 The Elders Council and Pastors shall group Ministry Teams into branches that

are overseen by an Associate Elder as may be deemed necessary from time to time in accordance with the provisions of this General Operating Bylaw. Associate Elders shall not be considered Officers of the Corporation.

30.1.02 The Elders Council and Pastors shall reorganize any such ministry branches as

may deemed necessary and nominate Associate Elders to oversee them.

30.1.03 The Elders Council by Resolution may present to the church for election an

Associate Elder to act as leader of a ministry branch.

30.1.044The Associate Elder is authorised to recommend to the Elders Council such

Ministry Partners as are deemed qualified to oversee specific Ministry Teams under his care.

30.2. QUALIFICATION FOR ASSOCIATE ELDERS

30.2.01 A Ministry Partner may be considered for election as an Associate Elder if such person:

(1) is a male over the age of eighteen (18);

(2) has an active involvement within the Church;

(3) fulfils the spiritual qualifications of an Elder listed in I Timothy 3:1-7;

(4) is in full agreement with the Church Constitution;

(5) recognizes that such a position is primarily to provide servant-leadership through teaching and preaching the Word, giving oversight to ministries, and guarding them against error. It is a commitment to humble service, not a position of prestige or status, nor a reward for past service;

30.3. ELECTION OF ASSOCIATE ELDERS

30.3.01 The Elders Council shall be elected by a Resolution of the Ministry Partners at the special election Ministry Partnership Meeting to be held during the months of May or June of each year from the slate of nominations examined by the Elders Council and presented by the Elders Council for office.

30.4. TERM OF OFFICE AND ROTATION OF ASSOCIATE ELDERS

30.4.01 An associate elder shall hold office for a term of three (3) years.

30.5. RESIGNATION FROM ASSOCIATE ELDERSHIP

30.5.01 If the personal circumstances of any Associate Elder make it difficult for that Associate Elder to devote the necessary time or energy to the work of the ministry, then that Associate Elder shall be free to resign without embarrassment or stigma regardless of the remainder of the term of that Associate Elder.

30.5.02 If for any reason an Associate Elder chooses to resign, then that Associate Elder shall give thirty (30) days written notice, if possible, to the Lead Pastor who in turn shall call it to the attention of the Elders Council. Such letter of resignation shall set out the reasons for the departure of the Associate Elder.

30.6. VACANCY OF ASSOCIATE ELDERS

30.6.01 The position of an Associate Elder shall be automatically vacated if any of the following situations occur:

(1) he resigns as a Associate Elder by delivery of the written resignation to the Lead Pastor;

(2) he no longer fulfils all the qualifications of a biblical elder set out in 1 Timothy 3:1-7;

(3) he is found to be mentally incompetent or of unsound mind;

(4) he ceases to be a Ministry Partner;

(5) he, in the opinion of a four-fifths majority vote of the Elders Council and confirmed by Resolution passed by a majority of the Ministry Partners present in person at a Ministry Partnership Meeting called for that purpose, has evidenced unethical or immoral conduct or behaviour that is unbecoming of a Christian contrary to Biblical principles, or is no longer willing to either comply with, adhere to or submit to the scriptural authority and procedures set out in the Church Constitution;

(6) he is determined by a four-fifths vote of the Ministry Partners present in person at a Meeting called for that purpose to be unfit to hold office as a Associate Elder for any reason; or

(7) he dies.

30.7. SPECIFIC DUTIES OF ASSOCIATE ELDERS

30.7.01 The specific duties of each Associate Elder shall:

(1) be determined by the Elders Council from time to time, in keeping with the church’s overall philosophy of ministry and as God provides spiritually gifted people to serve in such a ministry;

(2) be to provide pastoral care and direction to the Ministry Team Leaders that he oversees;

(3) submit a report made to the Ministry Partners through the Elders Council at the spring Ministry Partnership Meeting;

(4) meet every other month with the Ministry Team Leaders under his care to hear reports, strategize, and encourage each Ministry Team Leader to greater ministry effectiveness; and

(5) provide regular updates to the Elders Council at the Leadership Team meetings.

CHURCH CLERK & CHURCH TREASURER

31. DUTIES OF THE CHURCH CLERK AND CHURCH TREASURER

31.01 The duties of the Church Clerk shall be as follows:

(1) to faithfully note and record all of the business of Ministry Partnership Meetings;

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

(3) to publish the time and place for all Ministry Partnership Meetings with due notice in accordance with procedures set out in the Constitution;

(4) to be the custodian of the seal of the Church which he shall deliver only when authorised by Resolution of the Elders Council to do so and to such Person or Persons as may be named in the said Resolution;

(5) to be the custodian of all papers and documents of the Church and keep all such records on the church premises or in a secure location agreed upon by the Elders Council;

(6) to carry out such other duties as directed from time to time by the Elders Council or by the Ministry Partnership; and

(7) in his absence, the duties of the Clerk shall be performed by such other Ministry Partner who is temporarily acceptable to the Elders Council upon a Resolution of the Elders Council.

31.02 The duties of the Church Treasurer shall be as follows:

(1) to be responsible for the disbursing of monies on behalf of the Church;

(2) to ensure that an accurate cheque register is kept;

(3) to issue and sign cheques on behalf of the Church in keeping with 45.02;

(4) to ensure that payroll records are maintained and to provide for the remitting and reporting of taxes and contributions required by law;

(5) to ensure accounts payable records are maintained;

(6) to ensure that all accounts and authorised expenses are paid by cheque whenever practical and possible;

(7) to invest funds belonging to the Church as directed by the Elders Council;

(8) to be responsible for the collection of monies received by the Church;

(9) to ensure that monies received by the Church are deposited into the proper bank accounts;

(10) to ensure that an account of all monies received by the Church and full and accurate account of all assets, liabilities, receipts and disbursements of the Church is kept according to accredited bookkeeping practices and the direction of the Elders Council and the Ministry Partnership, including the following:

(1) recording the Church income and receipts;

(2) recording the Church fund disbursements;

(3) preparation of monthly bank reconciliations; and

(4) preparation of quarterly financial statements.

(11) to ensure that an accurate record of all contributions made through envelopes to the general, building and other funds of the Church as exist from time to time is kept;

(12) to ensure that no Officer receives any remuneration from the Church unless such monies are for purposes of reimbursing such Person for legitimate expenses incurred on behalf of the Church;

(13) to file such financial reports as governments may require from time to time;

(14) to carry out such other duties as directed from time to time by the Elders Council or the Ministry Partnership; and

(15) in his temporary absence, the duties of the Treasurer shall be performed by such other Person who is acceptable to the Elders Council upon a Resolution of the Elders Council.

32. QUALIFICATIONS FOR CLERK AND TREASURER

32.01 A Person may be considered for election as Clerk or Treasurer if he is able to fulfil the duties prescribed in section 31 of this Bylaw.

32.02 Has reached his 21^st birthday;

32.03 Unless otherwise specified in this By-law, a Person may be considered for election as the Treasurer or Church Clerk so long as such Person is not an employee of the Corporation or an Auditor.

33. ELECTION, APPOINTMENT AND TERM OF THE CLERK AND TREASURER

33.01 The Church Clerk and Treasurer, shall be elected by the Ministry Partners at the spring Ministry Partnership Meeting to be held during the spring of each year from a slate of nominations presented by the Elders Council.

33.02 The Church Clerk and Treasurer shall serve three-year, renewable terms.

33.03 Sections 20, and 21 of this Bylaw apply with the necessary modifications to the positions of Church Clerk & Treasurer, their resignation, and the creation of vacancies. If any vacancies should occur, the Elders Council by Resolution, may by appointment, fill the vacancy for a period of up to six months.

PROTECTION AND INDEMNITY

34. PROTECTION AND INDEMNITY TO ELDERS/OFFICERS, TEAM LEADERS, PASTORS CHURCH CLERK AND TREASURER

34.01 Except as otherwise provided in the Act, no Elder, Pastor, Team Leader other ministry staff, Officer, Clerk or Treasurer shall be liable for the acts, receipts, neglects or defaults of any other Elder, Pastor, Team Leader other ministry staff, Officer, Clerk or Treasurer or for any loss, damage or expense happening to the Church through the insufficiency or deficiency of title to any property acquired by the Church or for or on behalf of the Church or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Church shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any Person including any Person with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Church or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Elder, Pastor, Team Leader other ministry staff, Officer, Clerk or Treasurer’s respective office or trust or in relation thereto unless the same shall happen by or through such Person’s willful neglect or default. The Team Leader, Elder, Lead Pastor, Staff Pastor, other ministry staff or Officer shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Church, except such as shall have been submitted to and authorised or approved by the Elders Council.

34.02 Every Team Leader, Elder, Associate Elder, Lead Pastor, Staff Pastor, other ministry staff or Person (with “Person” in this section to include corporations, partnership, joint ventures, sole proprietorships, unincorporated associations, and other forms of business organisations) who has undertaken or is about to undertake any liability on behalf of the Church, its heirs and assigns, will respectively be indemnified and saved harmless out of the funds of the Church from and against:

(1) all costs, charges and expenses which such Team Leader, Elder, Associate Elder, Pastor, Staff Pastor, other ministry staff, Officer, Ministry Partner, or Person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of his office or in respect of any such liability, except such costs, charges or expenses as are occasioned by their own wilful neglect or default;

(2) all other costs, charges and expenses which he or she 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 negligence, neglect or default.

The Church shall also indemnify any such persons as described above in such other circumstances as the Act or law permits or requires. Nothing in this By-law shall limit the right of any Person entitled to indemnity to choose indemnity apart from the provision of this By-law to the extent permitted by the Act or law.

MINISTRY TEAMS & MINISTRY TEAM LEADERS (GENERAL PROVISIONS)

35. DEFINITION OF MINISTRY TEAMS tc \l1 “VII COMMITTEES (GENERAL PROVISIONS)

35.01The Elders Council and Pastors shall establish any such Ministry Teams as may be deemed necessary from time to time in accordance with the provisions of this General Operating Bylaw.

35.02 The Elders Council and Pastors shall remove any such Ministry Teams as may no longer be deemed necessary to the overall object of the Church, so long as notification is given to the Ministry Partnership in keeping with the Provisions of this General Operating Bylaw.

35.03 The Elders Council by Resolution may appoint a Ministry Team Leader to act as leader of a Ministry Team.

35.04 The Ministry Team Leader is authorized to appoint such Ministry Partners as are deemed qualified to assist him/her to fulfill the practical ministry objectives of such a team.

36. SPECIFIC DUTIES OF MINISTRY TEAMS

36.01 The specific duties of each Ministry Team shall be:

(1) determined by the Elders Council from time to time, in keeping with the church’s overall philosophy of ministry and as God provides spiritually gifted people to serve in such a ministry.

(2) to prepare an annual budget for presentation to the Treasurer and subsequent approval by the Elders Council and by the Ministry Partnership for the area of responsibility in which they are engaged;

(3) be task oriented in a particular area of ministry as outlined in a ministry description approved by the Elders Council; and

(4) to submit a report made to the Ministry Partners through the Elders Council at the spring Ministry Partnership Meeting

SPECIAL MINISTRY TEAMStc \l1 “XIV SPECIAL COMMITTEES

37. DEFINITION AND OPERATION OF SPECIAL MINISTRY TEAMS

37.01 Special Ministry Teams may be formed at the discretion of the Elders Council and a temporary Team Leader appointed to oversee special projects or objectives of the church.

37.02 The term of office and the duties of Special Ministry Teams as well as the appointment of a Team Leader of such Special Ministry Team shall be determined by the Elders Council unless specifically directed otherwise by the Ministry Partners.

37.03 All Special Ministry Teams shall report to the Ministry Partners through the Elders Council.

38. QUALIFICATIONS FOR MINISTRY TEAM LEADERSHIP

38.01 Any Ministry Partner in good standing may be considered for election to a Ministry Team Leader, provided however that a Ministry Partner must be at least 18 years old.

38.02 All Ministry Team Leaders must meet the qualifications for the office of Deacon or Deaconess as defined in 1 Timothy 3:8-13.

38.03 Ministry Team Leaders shall serve without remuneration, unless elected to a staff position.

38.04 The Team Leader of each standing Ministry Team shall be the Team Leader appointed by the Elders Council to serve on such Ministry Team, except as otherwise provided in section 40.01.

38.05 The Team Leader shall serve a three-year renewable term.

39. MEETINGS OF MINISTRY TEAMS

39.01 Ministry Teams shall meet at such times as are determined by the Team Leader of the Ministry Team, provided they meet at least three times per year.

39.02 The Ministry Team Leader shall be responsible to maintain open communication with and give regular reports to the Elders Council at bi-monthly Leadership Team Meetings called by the Chief Officer.

40. REMOVAL OF MINISTRY TEAM LEADERS FROM MINISTRY TEAMS

40.01 Any Ministry Team Leader may be removed for any reason by a Resolution of the Elders Council called for that purpose. If any vacancies should occur for any reason, the Elders Council, may fill the vacancy by appointing an appropriate replacement to the office of Team Leader.

NOMINATING PROCEDUREStc \l1 “XI NOMINATING COMMITTEE

41. DEFINING THE NOMINATING PROCESS

41.01 The Elders Council, or their designates, in consultation with the Lead Pastor and Staff Pastors shall prepare and submit nominations to the Ministry Partnership for election at the Spring Ministry partnership meeting or a lawfully called meeting for that purpose. The slate of nominations shall include nominations for, Officers (Elders), Associate Elders, Church Clerk, Church Treasurer and Auditor(s).

41.02 The Elders Council or their designates, shall obtain the consent of all nominees before presenting their names to the Church. Unless otherwise provided in this General Operating Bylaw, the Elders Council shall publish, email or mail a list of its nominees at least two Sundays prior to the Ministry Partnership meeting at which t he elections will take place.

AFFILIATION

42. CHURCH AFFILIATION

42.01 The Church shall be affiliated with such associations and organisations as the Ministry Partners may determine from time to time by a vote of four-fifths of the Ministry Partners present in person at a meeting called for that purpose.

POLICY STATEMENTStc \l1 “XIII POLICY STATEMENTS

43. POLICY STATEMENTS FOR THE CHURCH

43.01 In consideration of the ongoing need for the Church to provide guidelines and directions to its Ministry Partners on practical applications of Biblical teachings, doctrinal considerations and Christian conduct, the Church may adopt Policy Statements on such matters as are deemed necessary from time to time by the Elders Council and such statements upon adoption as set out below shall be deemed to be a part of the Constitution.

43.02 A Policy Statement may be proposed or amended by either the Lead Pastor, Staff Pastor or the Elders Council, but shall not become operative until first approved by an eighty (80%) vote of the Elders Council at a meeting lawfully called for that purpose.

GENERAL PROVISIONS

44. CORPORATE SEAL

44.01 The seal, an impression thereof is stamped in the margin hereof or as changed by Resolution of the Elders Council from time to time, shall be the seal of the Church.

45. EXECUTION OF DOCUMENTS AND CHEQUES

45.01 Contracts, documents or any instruments in writing requiring the signature of the Church shall be signed by any two Officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without further authorization or formality. The Elders Council shall have the power from time to time by Resolution to appoint Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid by any officer or officers appointed.

45.02 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officers or Persons, whether or not an Officer and in such manner as the Elders Council may from time to time designate by Resolution, providing that all cheques are signed by at least two persons authorised to do so.

46. FINANCIAL YEAR END

46.01 Unless otherwise ordered by the Elders Council, the fiscal year end of the Corporation shall be December 31 of each year.

47. HEAD OFFICE

47.01 The head office of the Corporation shall be in the City of Windsor, and Province of Ontario.

48. BOOKS AND RECORDS

48.01 The Elders Council shall see that all necessary books and records of the Church required by the By-laws or by any applicable statute or law are regularly and properly kept.

49. FINANCIAL STATEMENTS AND BUDGET

49.01 The Church Treasurer shall prepare each year prior to the annual financial Ministry Partnership Meeting the following:

(1) financial statements for the preceding year prepared in accordance with the financial reporting standards of the Canadian Institute of Chartered Accountants for Charitable and Non-Profit Organisations as may be in place from time to time; and

(2) a budget for the upcoming year prepared in consultation with the Elders Council and Ministry Team Leaders of each standing and special Ministry Team, and to include the budget and expenditures of at least the previous year.

49.02 The financial statements and the budget shall be forwarded to the Elders Council for approval at least two weeks prior to the annual meeting and shall thereafter be made available to the Ministry Partners for review at least one week (including one Sunday) prior to the annual meeting.

49.03 The financial statements and the budget shall be presented at the annual Ministry Partnership Meeting for approval by the Ministry Partners.

50. AUDITOR

50.01 The Ministry Partners shall at each annual Ministry Partnership Meeting appoint one or two of its Ministry Partners as Auditors (save and except an Elder or Officer, or paid staff member) to hold office until the next annual Ministry Partnership Meeting to do the following:

(1) report to the Ministry Partners on the accuracy of the financial statements presented by the Treasurer at the annual meeting;

(2) audit the financial statements, accounts, general fund of the Church and other special funds which may be in existence from time to time and to submit the results of such audits to the Ministry Partnership at the next annual Ministry Partnership meeting;

(3) act as a liaison between the Church and any professional accountant retained by the Church and to ensure that the recommendations of such accountant are implemented; and

(4) to carry out such other duties as are directed from time to time by the Elders Council or by the Ministry Partnership.

51. RULES, REGULATIONS AND GUIDELINES

51.01 The Elders Council may prescribe such rules, regulations and guidelines not inconsistent with this By-law or the Constitution relating to the management and operation of the Church as the Elders Council deem expedient, provided that such rules and regulations shall have force and effect only until the next annual Meeting of the Ministry Partners when they shall be confirmed, and failing such confirmation, shall cease to have any force and effect.

52. AMENDMENTS

52.01 Notwithstanding the Act, the Letters Patent may be amended by an eighty percent (80%) vote of the Elders Council voting at a meeting called for that purpose and sanctioned by an affirmative vote of at least eighty percent (80%) of the Ministry Partners voting in person at a meeting lawfully called for the purpose of considering the said amendment, provided that notice of such Ministry Partnership Meeting shall be given in the Church community news on two consecutive Sundays prior to such Ministry Partnership Meeting and provided further that the notice shall state the proposed amendment and the purpose thereof.

52.02 The By-laws not embodied in the Letters Patent may be repealed or amended by another By-law and enacted by an eighty percent (80%) vote of the Elders Council voting at a meeting called for that purpose and sanctioned by an affirmative vote of at least eighty percent (80%) of the Ministry Partners voting in person at a meeting lawfully called for the purpose of considering the said By-law, provided that notice of such Ministry Partnership Meeting shall be given in the community news on two consecutive Sundays prior to such Ministry Partnership Meeting and provided further that the notice shall state the proposed amendment and the purpose thereof, and provided further that the repeal or amendment of such By-laws shall not be enforced or acted upon until the approval of the Ministry of Industry and Science Canada has been obtained.