Concordia Lutheran Mission Society Inc.
Bylaw 1: Definitions
In the bylaws of the Corporation, unless the context otherwise requires:
"Act" means The Corporations Act of Manitoba, and any statute that may be substituted therefore, as from time to time amended;
"appoint" includes "elect" and vice versa;
"articles" means the articles of the Corporation as from time to time amended or restated;
"board" means the board of directors of the Corporation;
"bylaws" means this Bylaw and all other bylaws of the Corporation from time to time in force and effect;
"Corporation" means the Corporation incorporated under the Act and named CONCORDIA LUTHERAN MISSION SOCIETY INC.;
"meeting of members" includes an annual meeting of members and any special meeting of members;
"non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act of Manitoba;
"recorded address" means, in the case of a member, his address as recorded in the members' register; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation;
"signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.07 or by a resolution passed pursuant thereto;
save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.
Bylaw 2: Business of the Corporation
2.01 Objectives of the Corporation (Expanded): Under the guidance of the Scriptures and the Lutheran Confessions, the Corporation shall work closely with Lutheran Church–Canada specifically to:
- Develop greater prayer support for and interest in missions;
- Be involved in mission and stewardship education as it connects donors and ministry;
- Raise financial support and be involved in fund raising on behalf of various mission activities and projects in Canada and abroad, and cooperate with other mission agencies in funding such projects and activities;
- Provide encouragement to missionaries throughout Canada and the world;
- Assist the church in identifying prospective missionary personnel;
- Support mission opportunities which Lutheran Church–Canada may not be able to support.
The board may take such steps as it may deem advisable to enable the Corporation to receive donations and benefits for the purpose of furthering its undertaking.
2.03 Corporate Seal: The corporate seal of the Corporation shall be in the form impressed or stamped at the conclusion of these bylaws.
2.05 Financial Year: The financial year of the Corporation shall end on the last day of December in each year.
2.07 Execution of Instruments: Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any authorized officer, or agent approved by the board. Such authority may be general or confined to specific instances; and unless so authorized by the board no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or agreement to pledge its credit or to render it liable for any purpose or to any account. Any signing officer may affix the corporate seal to any instrument requiring the same.
2.09 Financial Arrangements: The financial business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, credit unions, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such financial business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.
2.11 Voting Rights in Other Bodies Corporate: The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers executing such proxies or arranging for the issuance of voting certificates or such evidence of the right to exercise such voting rights. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.
Bylaw 3: Borrowing, Securities and Investments
3.01 Borrowing Power: Without limiting the borrowing powers of the Corporation as set forth in the Act, the board may from time to time:
- borrow money upon the credit of the Corporation;
- issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured; and
- mortgage, hypothecate, pledge or otherwise create an interest in or charge upon all or any property (including the undertaking and rights) of the Corporation, owned or subsequently acquired, by way of mortgage, hypothecate, pledge or otherwise, to secure payment of any such evidence of indebtedness or guarantee of the Corporation. Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
3.03 Delegation: The board may from time to time delegate to one or more of the directors and officers of the Corporation all or any of the powers conferred on the board by Bylaw 3.01 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.
3.05 Investments: Monies in the possession of the Corporation not immediately needed for disbursement or advancement shall be invested in Church Extension Funds or other investment opportunities provided by Lutheran Church–Canada or its Districts. Such excess funds may also be invested in bonds of or guaranteed by the Government of Canada, bonds of Corporations with AA rating or better, or savings, term, or investment certificates of any chartered bank or of any trust company or credit union to the extent that they are insured by the Canada Deposit Insurance Corporation.
3.07 Monies Held in Trust: Every investment of monies given to the Corporation in trust, under circumstances which require the Corporation to invest same as capital money, shall be limited to those classes of securities authorized for investment of trust money by trustees under the Trustee Act of Manitoba.
3.09 Safe Keeping of Securities: All securities owned by, or belonging to the Corporation, shall be lodged in the name of the Corporation with a Chartered Bank or a Trust Company, or in a safety deposit box or, if so authorized by resolution of the board, with such other depositories, or in such other manner as may be determined from time to time by the board.
Bylaw 4: Membership
4.01 Requirements: Individuals who wish to hold voting membership in the Corporation must meet the following qualifications: be at least 18 years of age, be a member in good standing of a congregation of Lutheran Church-Canada or of a Lutheran Church-Missouri Synod congregation in Canada, agree with the statement of objectives and the confession of the Corporation, and must have made a donation within the previous 2 years. Members who wish to receive ballots or other information from the society must sign the permission form allowing the society to store their contact information. Donors who complete the information form indicating they are a couple (Mr. &Mrs.) shall be considered as 2 members and shall receive 2 ballots for elections and any other mail votes.
4.03 Privileges: Membership entails the following privileges: eligibility for service on the board of directors, participation in the process of nominating and electing directors, offering advice and counsel to the board of directors, attending, at the member's personal expense, and voting at the annual or special meetings of the Corporation, receiving an annual audited financial statement if in attendance at the annual meeting, or requesting a copy in writing, and receiving notices of annual or special meetings, and proposing and voting on amendments to the bylaws of the Corporation.
4.05 Mail or Electronic Ballots: The board of directors may, on certain issues, make provision for mail or electronic ballots. Proxy votes are not permitted.
4.07 Implications of Membership: Membership implies no share in the ownership of the assets of the Corporation, nor any liability for the Corporation's debts.
4.09 Termination of Membership: The interest of a member in the Corporation is not transferable and ceases to exist upon the death of a member, or when the period of his membership expires, or when he ceases to be a member by resignation or otherwise in accordance with these bylaws. Any member may resign from membership upon written notice to the secretary of the Corporation.
4.11 Involuntary Termination of Membership: The Corporation may cancel or suspend the membership of a member for cause by resolution of the Corporation. Such member shall receive at least 30 days notice of the meeting of the Corporation at which the proposed cancellation or suspension of membership is to take place. At his own expense, the member in question shall be entitled to appear at such a meeting, either personally or by or with an agent or counsel, to make submissions to the meeting.
Bylaw 5: Board of Directors
5.01 Action and Power of the Board: The board shall manage the business and affairs of the Corporation. Such affairs shall include but not be limited to:
- The power to direct the Corporation according to the Articles of Incorporation and stated bylaws;
- The power to establish priorities and objectives of the Corporation as well as develop long and short range goals which meet these objectives, and to select projects and activities to be supported by the Corporation which are consistent with said goals and objectives;
- The power to authorize expenditures on behalf of the Corporation, as well as the right to employ and pay salaries to employees;
- The power to enter into trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the board of directors may prescribe;
- The power to acquire, accept, solicit, receive or dispose of legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Corporation;
- The power to purchase, hold, administer, and sell property of every description in the interest of the Corporation;
- The power to interpret the Corporation to the Church.
5.03 Number of Directors: The board of directors shall consist of nine (9) directors.
5.05 Term of Office: The term of office shall be three (3) years and no member may serve more than two consecutive full terms. One third of the directors are to be elected annually. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
5.07 Nomination of Directors: Nominations for membership in the board of directors shall take place in the following manner:
- At least 24 weeks prior to the annual meeting, the Chairman of the board of directors shall select a nominations committee consisting of three voting members of the Corporation.
- At least 21 weeks prior to the annual meeting, the committee shall solicit from the voting members of the Corporation, nominations for candidates to fill the vacancies on the board of directors. These nominations may be made verbally or in writing. They shall be received no later than 17 weeks prior to the annual meeting.
- The nominations committee shall:
- Select from the nominations received at least two (2) candidates for each vacancy;
- Receive confirmation of the candidates' willingness to serve if elected;
- Place on the ballot the name of any selected candidate who has expressed a willingness to serve if elected;
- Be empowered to add candidates.
- The nominations committee shall deliver the ballot to the secretary of the board not less than 16 weeks before the annual meeting. The secretary shall be responsible to have a notification of the annual meeting, and a ballot mailed to all members of the Corporation not less than 15 weeks prior to the annual meeting.
5.09 Election of Directors: The election of members of the board of directors shall be by ballot provided by the nominations committee. Each member of the Corporation shall be entitled to vote for a number of nominees equal to the number of directors to be elected at that time. The election shall take place in the following manner:
- Only those ballots that arrive no later than 6 weeks before the annual meeting shall be counted;
- The ballot committee consisting of three voting members appointed by the chairman of the board, none of whom are candidates, shall convene no earlier than five (5) weeks before the annual meeting;
- At that time the ballots shall be counted, the tally recorded, and the results reported to the secretary of the board. The candidates receiving the greatest number of votes shall be elected;
- In case of a tie vote, the current chairman shall cast the deciding vote;
- The secretary of the board shall have all candidates notified of election results no less than four weeks prior to the annual meeting;
- The ballots shall be retained for a period of 60 days after the annual meeting at which time they are to be destroyed;
- A retiring director shall remain in office until the dissolution or adjournment of the annual meeting which coincides with the end of his term.
5.11 Ineligibility of Employees: No employee of the Corporation may serve as a director.
5.13 Removal of Director: Subject to the provisions of the Act, a member of the board of directors may be removed by ordinary resolution passed at a special or regular meeting of members called for the purpose of considering the same.
5.15 Vacation of Office: A director ceases to hold office when he dies; is removed from office by the members; is absent from two consecutive meetings of the board, unless his absence is due to illness or other emergency which prevented him from attending or unless such absence is excused by the board; ceases to be qualified for election as a director; or his written resignation is received by the Corporation.
5.17 Vacancies: Subject to the Act, a quorum of the board may fill a vacancy in the board. In the absence of a quorum of the board, the board shall call a special meeting of the directors to fill the vacancy. If the board fails to call such a meeting or if there are no members then in office, any voting member may take it upon himself to initiate the election procedure outlined in this Bylaw. A director who is elected or appointed to fill a vacancy shall serve the balance of the term of the director whose cessation of office caused the vacancy.
Bylaw 6: Officers
6.01 Officers: The board shall from time to time elect from among their number a president, a vice president, a secretary, and a treasurer to serve the Corporation and the board. These appointments shall take place during the first annual meeting following the election of directors. Their terms of office shall be one year.
In addition, the board may appoint any other officers which it may find necessary. Such other officers must be voting members of the Corporation. The board may specify the duties of and, in accordance with this Bylaw and subject to the provisions of the Act, delegate to such officers such powers as it may deem appropriate.
6.03 President: The president shall, when present, serve as the chairman at all meetings of the Corporation and of the board of directors. The president shall also be charged with the general management and supervision of the affairs and operation of the Corporation. He shall be an ex officio member of all committees appointed by the board. He shall perform such other duties as are incident to the office of president of the Corporation or as may be required from time to time by the board. Together with the secretary or other officer appointed by the board for that purpose he shall sign all bylaws.
6.05 Vice-President: During the absence or inability of the president, his duties and powers may be exercised by the vice-president, who, when necessary, shall serve as the vice-chairman at all meetings of the Corporation and of the board of directors. If neither the president nor the vice- president is able to chair the meeting, the members of the board of directors or of the Corporation, as the case may be, shall choose one of their number to serve as chairman pro tem. The vice-president shall carry out such other duties as the board may assign to him.
6.07 Secretary: The secretary shall be an ex officio clerk of the board of directors and of the Corporation. He shall attend all meetings of the board of directors and of the Corporation and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give, or cause to be given all notices required to be given to participants and to members. He shall be the custodian of the seal of the Corporation and of all books, papers records, correspondence. contracts and other documents belonging to the Corporation which he shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time-to-time be determined by the board of directors. If the secretary is unable to serve at a meeting of the Corporation or of the board of directors, the chairman shall appoint some other person to act as secretary for that meeting.
6.09 Treasurer: The treasurer shall keep, or cause to be kept, full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in such bank(s) or financial institution(s) as may from time-to-time be designated by the board of directors. He shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers thereof, and shall render to the board of directors at their regular meetings, or whenever required of him an account of all his transactions as treasurer, and the financial position of the Corporation. He shall also perform such other duties as may from time-to-time be determined by the board of directors.
6.11 Executive Director: An executive director may be appointed by the board of directors to manage the affairs of the Corporation for the board of directors and help co-ordinate and plan the strategy of meeting the Corporation's objectives and goals in accordance with Scripture, the Corporation's articles and bylaws, and good business management principles. He shall serve as an advisory member of the board of directors and perform such other duties as may be assigned to him by the actions of the board of directors. After due process, the executive director may be removed by a majority vote of all elected members of the board of directors.
6.13 Powers and Duties of Other Officers: The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board may specify.
6.15 Variation of Powers and Duties: The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.
6.17 Agents and Attorneys: The board shall have the power from time to time to appoint agents or attorneys for the Corporation with such powers of management as may be thought fit.
Bylaw 7: Protection of Directors, Officers and Others
7.01 Limitation of Liability: Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.
7.03 Indemnity: Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation shall from time-to-time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought against him in respect of any thing done by him in the execution of the duties of his office.
7.05 Insurance: The Corporation may purchase and maintain insurance for the benefit of any person referred to in Bylaw 7.03 against such liabilities and in such amounts as the board may from time to time determine and are permitted by the Act.
Bylaw 8: Meetings of the Board of Directors
8.01 Calling of Meetings: Directors' meetings may be formally called by the chairman or vice- chairman, or by the secretary on direction of the chairman or vice-chairman, or by the secretary on direction in writing of two directors.
8.03 Regular Meetings: The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings no notice need be sent. A directors' meeting may also be held, without notice, in conjunction with any general meeting of the Corporation.
8.05 Notice of Special Meetings: Notice of time and place of special meetings of the board of directors shall be delivered, or telephoned to each director not less than fourteen days before the meeting is to take place. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.
8.07 Meetings by telephone: If two-thirds of the directors consent, a director may participate in a meeting of the board or of a committee of the board by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other. In addition, the members may participate in a meeting of the board by means of telephone conference again assuming that all persons participating in the meeting can hear and speak to each other. Such meeting shall be deemed to have taken place at the registered office of the Corporation.
8.09 Written Approval: A resolution in writing signed by all those entitled to vote, whether with respect to a general meeting of the board of directors, is as valid as if it had been passed at a meeting where such members or directors would have been entitled to vote.
8.11 Persons Entitled to be Present: The only persons entitled to be present at a meeting of the board of directors shall be the directors and others who, although not entitled to vote, are entitled under any provisions of the Act or the articles or bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
8.13 Quorum: The quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors then serving on the board.
8.15 Right to Vote: Subject to the provision of the Act only elected directors shall have the right to vote at board meetings.
8.17 Conflict of Interest: A director who is a party to or who has material interest in any contract or proposed material contracted with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act and shall not vote on any resolution to approve the same except as provided by the Act.
8.19 Reimbursement for Expenses: The directors shall receive no remuneration for acting as such, except that a director may be reimbursed for reasonable expenses incurred by him in the performance of his duties. A reasonable remuneration for all employees and agents of the Corporation shall be fixed by resolution at a duly called board of directors meeting
8.21 Report: The board shall provide for an annual meeting of the members of the Corporation, and, in connection with that meeting, submit or cause to be submitted to the members an annual report as to the affairs of the Corporation. It shall further be the responsibility of the board to present periodic reports to the members of the Corporation and the church at large for the purpose of informing, encouraging interest and discussion on the topic of world missions.
8.23 Committees: Committees of the Corporation may be established by the board of directors as the need shall arise. Committee members may be appointed by the board for a term of up to one (1) year. Such committee members may be re-appointed. All voting members of standing committees shall be drawn from the voting members of the Concordia Lutheran Mission Society. Each committee shall report all of its activities to the board and make recommendations to the board on all such matters that require board approval.
Bylaw 9: Meetings of the Corporation
9.01 Annual Meeting: The annual meeting of the members of the Corporation shall be held at such time and place each year, as the directors or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the members, electing or ratifying the election of directors, appointing auditors, and for transacting such other business as may properly be brought before the meeting. Members shall all be mailed a written report of the business transacted and reports given at the annual meeting.
9.03 Notification of Members: For every annual or special meeting of the members of the Corporation, the secretary shall prepare a list of members entitled to receive notice of the such meeting. The members listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given. The list shall be available for examination by any member during usual business hours at the registered office of the Corporation, or at the place where the meeting is held.
If a meeting of members is adjourned for less than 30 days, it shall not be necessary to give written notice of the adjourned meeting if the time and place of the adjourned meeting are announced at the original meeting.
9.05 Quorum: A quorum for meetings of the Corporation shall consist of those members of the Corporation present.
9.07 Rules of Order: Robert's Rules of Order, Newly Revised, shall be the authority of parliamentary procedure at all meetings of the Corporation and of the Board of Directors.
Bylaw 10: Notices
10.01 Delivery of Notices: Any notice, communication or document to be given, sent, delivered or served pursuant to the Act, the regulations thereunder, the articles, the bylaws or otherwise to a member, director, officer, auditor or member of a committee of the board, shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary mail, or if sent to him at his recorded address by any means of prepared, transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box, and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.
10.03 Computation of Dates for Giving of Notices: In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
10.05 Undeliverable Notices: If any notice given to a member or director pursuant to bylaw 10.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such member until he informs the Corporation in writing of his new address.
10.07 Accidental Omission of Notification: The accidental omission to give any notice to any member, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance therefor, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
10.09 Waiver of Notification: Any member, director, officer, auditor of member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations thereunder, the articles, the bylaws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members of the board which may be given in any manner.
Bylaw 11: Amendments
11.01 Regulations Pertaining to Amendments: Amendments to the bylaws may be made provided that:
- they do not conflict with the provisions laid down in Article III of the Constitution (Art.Inc. 6.1);
- the proposed amendment has been submitted in writing and copies have been mailed to all voting members of the Corporation;
- an affirmative vote is received from at least two-thirds of the voting members of the Corporation who respond by means of a mail ballot;
- the proposed bylaw amendment is subsequently ratified by the annual meeting of the Corporation;
- any amendment which has the effect of altering the Articles of InCorporation must meet the requirements of The Corporations Act, Province of Manitoba.
Constitution and Bylaws approved by Board of Directors, Concordia Lutheran Mission Society, December 22, 1998. Reprinted June 7, 2001