Constitution & Bylaws
ARTICLE I - NAME
The name of the Corporation is the “East Coast Baptist Association Inc.” and shall be known hereafter in this document as the Association and, where referred to, the Canadian National Baptist Convention shall be known hereafter in this document as the Convention.
The corporate seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Association.
The Head Office of the Association shall be at the residence of the Secretary/Treasurer and directed to the attention of the Association’s Secretary/Treasurer.
ARTICLE IIa – VISION
To join God in the ministry of transforming lives in every language group and in each community within Canada’s East Coast, through healthy, cooperating and reproducing churches.
ARTICLE IIb – MISSION
Through the life of Christ and in cooperation with the Convention, the purpose of the Association shall be to partner with local churches in offering concerted prayer and specialized services to help in the areas of: starting and creating innovative churches, evangelism projects, missions strategy and strengthening existing churches by providing mutual support, pastoral ‘health’, leadership and technology access.
ARTICLE III - MEMBERSHIP
Membership in the Association shall be accorded to those churches in Atlantic Canada and in Maritime Quebec belonging to the Canadian National Baptist Convention or in another Southern Baptist Association that are interested in furthering the vision and mission of the Association and whose application for membership, accompanied by a written statement, which shall be in harmony with the "Baptist Faith and Message" as officially adopted by the church, has been recommended by the Credentials Team and received the approval of the Executive Team of the Association.
With the recommendation of the Credentials Committee, the petitioning church shall be eligible for fellowship and, following one year of ‘watch-care’, shall be accepted into such fellowship upon receipt of a two-thirds (2/3’ds) majority vote of the messengers present in an Annual General Meeting or Executive Team Meeting. Nevertheless, the granting of such Associational fellowship shall in no way interfere with the rights and autonomy of any affiliated church.
There shall be no membership fees or dues unless otherwise directed by the Executive Team.
Any member church may withdraw from the Association by submitting its written resignation to the Executive Team and lodging a copy with the Association’s Clerk.
The Association shall have the right, at an annual general meeting, upon the vote of two-thirds (2/3’ds) of the members present, to withdraw the membership of any affiliated church that:
i) persists in doctrinal practices out of harmony with the "Baptist Faith and Message" or polity that is divisive to the witness of the gospel;
ii) fails to be represented either by letter or messenger for two consecutive years; or
iii) notifies the Association of its desire to withdraw.
ARTICLE IV – AUTHORITY
The Association is an autonomous body and its authority is derived from the elected messengers of the affiliated churches.
ARTICLE V – RESPONSIBILITY OF AFFILIATED CHURCHES
Each affiliated church shall:
i) actively participate in the affairs of the Association including attendance at Associational meetings and serving in leadership as appropriate and necessary;
ii) support the work of the Association through its financial stewardship;
iii) provide the Association with such other periodic reports as may be requested by the Association;
iv) keep the Association informed of its officers along with the appropriate, up-to-date contact information; and
v) appropriately acknowledge receipt of information received via electronic mail.
ARTICLE VI - MEETINGS
Associational meetings shall be held at such times and places as the Executive Team shall determine, excepting that the Annual General Meeting of the Association shall be held not later than the last Saturday of October each year.
Meetings of the Association shall include:
a) current reports from Associational ministry teams;
b) proposed plans for the ensuing year;
c) the election of officers and team leaders;
d) adoption of a budget and a calendar of activities for the ensuing year;
e) any other necessary business; and
f) worship, fellowship, training and inspiration as appropriate.
A special general meeting of the Association may be called; i) by the Association-in-session; or ii) by the Executive Team. In addition, the Executive Team may be requested by not less than five (5) member churches to call a special general meeting of the Association to address an issue of mutual concern.
Members of the Executive Team and all member churches shall be notified of any Associational meetings by electronic mail, as soon as the date, location and reason for such meeting has been determined, and such electronic notification shall be forwarded to pastors and clerks of affiliated churches at least two weeks prior to the designated date. Notification of special meetings shall include the specific reason for such meeting.
The minutes and other relevant documentation discussed at any meeting shall be sent to Associational officers, members of the Executive Team and member churches by electronic mail.
The Association shall observe “Robert’s Rules of Order (Revised)”, in its parliamentary procedure.
All messengers present shall constitute a quorum for all Annual General and Special meetings of the Association.
ARTICLE VII - REPRESENTATION
Affiliated churches shall be represented at annual and special meetings of the Association by members duly elected to serve as messengers. Each church shall be entitled to three (3) messengers, plus an additional messenger for every fifty (50) members of its congregation up to a maximum of twenty (20) messengers.
Where an affiliated church has established and/or is sponsoring seed groups for new congregations that have been formally recognized by the Association on the recommendation of the Church Starting Team, it shall be entitled to one additional messenger for each seed group. Only messengers to the Association shall have the privilege to vote; however, guests invited to sit with the Association shall be granted the right to participate in the discussion of business.
Affiliated churches may elect only members from their own church rolls to serve as Associational messengers.
A simple majority vote by the messengers present at any Special or Annual General Meeting of the Association shall determine the outcome of decisions reached in meetings except where a greater proportion of votes may be required by these bylaws.
ARTICLE VIII - OFFICERS
The officers of the Association shall be the Moderator, the Vice-Moderator, the Past-Moderator and the Secretary/ Treasurer.
The Nominating Team, chaired by the immediate past-moderator, shall propose a slate of officers for election at the Annual General Meeting of the Association. Prior to the vote being taken, in accordance with Robert’s Rules of Order (revised), the Chair of the meeting shall invite additional nominations from the floor, assuming that such additional nominees are present at the meeting and accept the nomination. Following election, those elected shall assume office at the close of the Annual General Meeting, and serve until the close of the subsequent Annual General Meeting.
The persons elected Moderator and vice-Moderator may be elected to the same office for two consecutive terms, excepting that the terms of office for these officers should be staggered so as to ensure continuity of business. Neither the Moderator nor the Vice-Moderator may receive any remuneration for their services. The person appointed Secretary/Treasurer may, at the pleasure of those attending the Annual General Meeting, be re-appointed annually to the same office. Each elected officer must be a member in good standing in his or her own respective affiliated church.
Staff members who receive remuneration from the Association for their services are not eligible to serve as moderator or vice moderator.
ARTICLE IX - DUTIES OF OFFICERS
The Moderator shall serve as chairman of the Executive Team. He / she shall preside at all meetings of the Association and of the Executive Team. The Moderator shall ensure that all orders and resolutions of the Executive Team as well as those emanating from Associational meetings are carried into effect.
The Vice-Moderator shall serve as vice-chairman and, in the absence or disability of the Moderator, perform the duties and exercise the authority of the Moderator. He / she shall also perform other such duties as may from time to time be imposed upon him / her by the Executive Team.
The Secretary/Treasurer shall serve as secretary to the Executive Team and the Association. He/she shall attend all meetings and record all minutes of the proceedings and votes in books kept for that purpose or in any other manner authorized by the Executive Team. He/she shall give or cause to be given notice of all meetings of the Association and of the Executive Team. He/she shall also perform other such duties as may from time to time be imposed upon him/her by the Executive Team or the Moderator and shall be the custodian of the Corporate Seal. In addition, he / she shall have the custody of the funds of the Association and shall keep a full account of the assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association. He / she shall deposit all monies and other valuable effects in the name and to the credit of the Association in such chartered bank or trust company, as may be designated from time to time by the Executive Team. He /she shall disburse the funds of the Association as may be directed by the proper authority taking proper vouchers for such disbursements and shall render to the Executive Team at its regular meetings or whenever requested, an accounting of all transactions and a statement of the financial position of the Association. He / she shall also perform other such duties as may from time to time be imposed upon him / her by the Executive Team.
The duties of the other members of the Executive Team shall be such as the terms of their assignment call for or the Moderator may require of them.
ARTICLE X - EXECUTIVE TEAM
The business of the Association shall be managed by an Executive Team comprised of a minimum of not less than five (5) members in good standing within their respective member church who shall fulfil the role of Directors of the Association. The number of Directors shall be determined from time-to-time by a majority of the Directors at a meeting of the Executive Team and sanctioned by an affirmative vote of the majority of messengers at a meeting duly called for the purpose of determining the number of Directors to be elected to the Executive Team. Directors need not be nominated nor should be automatically deemed as messengers of their respective churches.
The Executive Team shall include:
1) the officers of the Association duly elected at the Annual General Meeting;
i.e. the Moderator who shall serve as chairman, the Vice-Moderator who shall serve as vice-chairman, and the Secretary / Treasurer, and the immediate Past-Moderator;
2) the leader of each ministry team established by the Association; and
3) such other directors-at-large as may be elected from time to time by the Association at an Annual General Meeting.
The members in attendance at the meetings of the Executive Team shall constitute a quorum.
Professional staff members of the Association shall be ex-officio (non-voting) members of the Executive Team.
The Executive Team shall administer the affairs of the Association in all things between Annual General Meetings, except that it shall have no authority to amend or suspend the constitution and bylaws.
The directors shall be responsible to authorize such expenditures from time to time on behalf of the Association as may be authorized within an approved budget by a majority vote of the messengers present at a Special General Meeting.
The office of Director shall be automatically vacated:
1) if at a special general meeting of messengers, a resolution is passed by the majority of messengers present at the meeting that the Director-in-question be removed from office;
2) if a Director submits a written resignation to the Secretary of the Association;
3) if the member church of the Director withdraws or is dismissed from the Association in accordance with these Bylaws;
4) on the death of the Director.
Generally, members of the Executive Team are elected to serve for a two-year period on a rotating basis so that new members shall constitute no more than one-half (1/2) of the Executive Team following each election. The remaining Executive Team members, who are currently entering the second year of their term, shall ensure an appropriate plan for succession. The number elected each year may vary according to the number of ministry teams established to meet the needs of the Association.
Vacancies occurring among the officers of the Association during a term of office shall be filled by a vote of the Executive Team upon the recommendation of the nominating committee.
Should a vacancy occur among the Directors, the vacant position on the Executive Team shall, if possible, be filled for the balance of the existing term by a representative from a church within the same province as that of the vacating Director. The name of such designated representative shall be given to the Moderator and the Secretary/Treasurer at the earliest possible opportunity and shall be accepted following the affirmative vote of the remaining members of the Executive Team.
Nominees to fill any vacancy occurring among ministry team leaders shall be recommended to the Nominating Team and to the Executive Team by the Nominating Team.
A member of the Executive Team may be removed from office only by a vote and letter from the Executive Team member’s church requesting such action or because of personal malfeasance.
No form of indemnity shall be paid to any officer or director of the Association excepting for pre-approved expenditures.
ARTICLE XI -MEETINGS OF THE EXECUTIVE TEAM
Meetings of the Executive Team shall be held at any time and place to be determined by the Executive Team provided that due notice of the meeting shall be given by electronic mail at least two weeks prior to the designated date.
There shall be not less than one meeting of the Executive Team annually and each officer and director shall be authorized to exercise one vote.
A quorum for meetings of the Executive Team shall be a majority of members elected to office in attendance. Any meeting of the Executive Team at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the bylaws of the Association.
ARTICLE XII - STANDING TEAMS
The Executive Team shall maintain whatsoever standing teams as may, from time-to-time, be deemed appropriate to the needs of the Association. The membership of each standing team shall be determined by the Executive and approved at the Annual General Meeting or special meeting called for that purpose. The chairman of each standing team shall take office immediately following his / her election and shall report on the activities and finding of his / her respective team to the Executive Team at its regularly scheduled meetings and to the membership at the Annual general meeting of the Association. Members of ad-hoc teams shall begin serving immediately upon their selection by the respective committee chair or ministry team leader.
Administration and Finance Team
This team shall be comprised of the Moderator, the Vice-Moderator, the Secretary/Treasurer and one other person nominated by the Executive Team. The members shall be responsible to:
1. conduct the day-to-day business of the Association and serve as the Associational trustees;
2. maintain oversight of the Association’s receipts and expenditures; reporting any related concerns to the Executive along with appropriate recommendations;
3. promote contributions to the Convention’s Cooperative Program and to the Association;
4. plan the annual general meeting and all special general meetings of the Association, in cooperation with the pastor of the host church;
5. develop and present a proposed budget for consideration at the Annual General Meeting;
6. serve as the Association’s personnel committee and, as appropriate, select, supervise and terminate paid and volunteer Associational staff; and
7. accept and organize nominations for Associational officers when required.
Nominating and Credentials Team
This team shall be chaired by the immediate past-moderator and, where possible, be comprised of up to one member from each of the provinces represented in the Association who, initially, shall be elected for one, two and three years and thereafter for two years so as to provide for adequate rotation. It shall be responsible to:
1. examine, upon the recommendations of the Start Team, the application of churches petitioning for affiliation;
2. submit to the Executive Team, a motion for action on the petitions of such churches;
3. periodically review the compliance of affiliated churches with the Association’s constitution and bylaws;
4. review the credentials of messengers to the Annual General Meeting and move the seating of messengers at the said meeting; and
5. present a slate of officers, committee chair persons and ministry team leaders, as appropriate, for consideration by the representative messengers at the Annual General meeting of the Association.
Church Starting Team
This Team shall be chaired by an individual assigned or designated as the Associational Church Starter and, where possible, comprise not less than one member from each of the provinces represented in the Association. It shall be responsible to:
1. develop authentic strategies for church starts;
2. build and maintain a network for church planting resources;
3. develop and manage the church planting budget and funds; and
4. provide initial advice and support to pastors of newly started churches.
Church Strengthening Team
This Team shall be chaired by an individual assigned or designated as the Associational Church Strengthener and, where possible, comprise not less than one member for each of the provinces. represented in the Association. It shall be responsible to:
1. develop strategies for strengthening faltering churches and for aiding pastors in jeopardy;
2. build and maintain a network for providing support to churches experiencing difficulties; and
3. encourage workshops and training programs to promote the strength and health of all churches within the Association and of their respective ministry leaders.
ARTICLE XIII – AD-HOC COMMITTEES AND MINISTRY TEAMS
The Executive Team shall establish whatsoever ad-hoc committees and ministry teams as may, from time-to-time, be required. It shall also appoint appropriate members to each ad-hoc committee and ministry team from among the membership of affiliated churches.
ARTICLE XIV - SIGNING AUTHORITY
Any document or instrument requiring the signature of the Association shall be signed by any two officers of the Association and all documents so signed shall be binding on the Association without further authorization or formality and the Executive Team shall, from time-to-time by resolution, have power to appoint an officer or officers to sign specific documents on behalf of the Association.
ARTICLE XV - EXECUTIVE TEAM MINUTES
The minutes of the Executive Team shall not be available for the general membership of the Association but shall be distributed via electronic mail to each member of the Executive Team.
ARTICLE XVI - FISCAL YEAR
Unless otherwise directed by the Executive Team, the Association’s fiscal year shall be from January 1st to December 31st annually.
ARTICLE XVII - AMENDMENT OF BYLAWS
The bylaws of the Association not embodied in the letters patent may be repealed, suspended or amended by bylaw or by a new bylaw relating to the requirements of subsection 155(2) of the Canada Corporations Act. Such repeal or amendment may be enacted by the majority present at a meeting of the Executive Team and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting called for the purpose of considering the said bylaw, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of Industry has been acted upon.
Proposed amendment(s) shall be presented to the Executive Team in writing at not less than one regularly scheduled meeting prior to the Annual General Meeting and shall be published and communicated to all member churches via electronic mail and via Canada Post at least thirty days prior to the Annual General Meeting. The proposed amendment(s) shall be approved by a two-third (2/3rd) vote of those present and voting at the Annual General Meeting before being enacted.
ARTICLE XVIII - ANNUAL FINANCIAL REVIEW
A qualified auditor or a three-person financial review committee appointed by the membership at its Annual General Meeting shall conduct a review of the Association’s books, accounts and records at least once each year. The designated auditor or financial review committee shall conduct a complete and proper statement of the standing of the books for the previous year for presentation at the Annual General Meeting or Special General Meeting called for that purpose.
ARTICLE XIX - DISSOLUTION OR WIND-UP
The net profit of the Association shall be expended in the operation of the Association and, in the event of its winding-up or dissolution, there shall not be any distribution of any kind among its members but all property and net assets shall be given to and applied to such missionary endeavour as determined by a vote of two-thirds of the messengers attending the General Meeting called for the purpose of determining such dissolution or, failing such determination, all property and assets shall be given to the Convention or its heirs or assigns.
