CONSTITUTION and BY-LAWS of the OKANAGAN PENTECOSTAL CAMP SOCIETY (Revised April 2013)
1. The name of the Society is the “Okanagan Pentecostal Camp Society”.
2. The purposes of the Society are:
a. To assist member churches of OPCS by facilitating camps, retreats, seminars, conferences, short-term mission projects, and community outreach events among the Pentecostal churches of the BC-Yukon District of the Pentecostal Assemblies of Canada (PAOC) in the Thompson/Shuswap and Okanagan Sections, inasmuch as the Society is able. [The Society undertakes not to provide overnight accommodation for minors without obtaining proper authorization as required by the provincial Ministry of Children and Families.]
b. To promote and enhance the spiritual, emotional and physical health of people associated primarily with the PAOC churches in the above-named sections by facilitating cooperative fellowship, focused outreach and compassionate Christian service both at home and abroad and in accordance with the Statement of Essential Truths adopted by the General Conference of the PAOC.
c. To receive bequests, legacies, donations, gifts, funds and property from all sources and to hold and invest such funds and property and to administer and distribute such funds and property for the purposes of the Society.
d. To maintain capital in trust with institutions that meet the requirements of the Financial Institutions Act of BC for the purposes of growth and guaranteed income in order to subsidize the purposes of the Society and to offer grants-in-aid to qualifying applicant churches of the PAOC within the Thompson/Shuswap and Okanagan sections, such qualifications being outlined in the By-Laws of the Society.
e. To purchase or acquire by gift, bequest or otherwise, either directly or as trustee, and to own, hold in trust, use, sell, convey, mortgage, lease or otherwise dispose of any real estate or chattels as may be necessary for the furtherance of the Okanagan Pentecostal Camp Society’s charitable purposes; all in accordance with its Constitution and By-Laws or as the same may be hereinafter modified or amended.
f. To develop sources of income as may from time to time be appropriate.
g. To voluntarily associate and affiliate with the Pentecostal Assemblies of Canada and BC-Yukon District Conferences, thereby sharing in the privileges and responsibilities of that affiliation, while still holding inviolate its inherent and sovereign rights in the conduct of its affairs.
h. To do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Society.
3. The operations of the Society are to be chiefly carried on in the Thompson/Shuswap and Okanagan regions of British Columbia. This Article 3 is unalterable.
4. Affiliation: Okanagan Pentecostal Camp Society is affiliated with the BC-Yukon District of the Pentecostal Assemblies of Canada. This Article 4 is unalterable.
5. Non-Profit Status: The operations of the Society shall be carried on without purpose of gain for its Members and no part of any income of the Society shall be payable to the Members thereof, notwithstanding disbursement of funds to associated registered charities; and any profits or other accretions of the Society shall be used for carrying out its purposes. This Article 5 is unalterable.
6. Upon forces or voluntary dissolution of the Society, the assets, after payment of all liabilities, shall be disbursed to the BC-Yukon District of the Pentecostal Assemblies of Canada who may, at their discretion, set the assets apart for the future development of projects, outreaches or ministries within the Thompson/Shuswap and Okanagan Sections according to the mission and vision of the BC-Yukon District. This Article 6 is unalterable.
BY-LAWS ARTICLE
1. MEMBERSHIP The membership of the Society shall consist of the following:
1.01 The lead pastor or a credentialed delegate from each PAOC church within the Thompson/Shuswap and Okanagan Sections that has kept their membership fees current as determined annually by the Board of Directors.
1.02 One lay representative from each church within the Thompson/Shuswap and Okanagan Sections that has kept their membership fees current as determined annually by the Board of Directors. The lay representative shall be appointed annually by their respective churches and shall submit a letter of authorization from the lead pastor and/or church board to the Secretary of the Society.
1.03 Every member of the Society must uphold the Constitution and comply with these By-Laws and the policies of the Society, nor hinder the purposes, aims and objects of the Society.
1.04 A person ceases to be a Member of the Society:
a. by delivering his or her resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society.
b. on his or her death, or in the case of the Society, on dissolution.
c. on having been a member not in good standing for 12 consecutive months.
d. where, as lead pastor, he or she has resigned his church; and where, as lay representative, he or she has ceased to be a member or adherent in good standing with the representative church.
e. upon committing any act or action which is, in the opinion of the Directors, cause of serious discord or dissension with or without malicious intent.
1.05 A Member may be dismissed by special resolution of the Members passed at a duly called Special General Meeting.
a. The notice of special resolution for dismissal must be accompanied by a brief statement of the reasons for the proposed dismissal.
b. The person who is the subject of the proposed resolutions for dismissal must be given an opportunity to be heard at the General Meeting before the special resolution is put to a vote.
ARTICLE 2. MEETINGS OF MEMBERS
2.01 General Meetings of the Society must be held at the time and place, in accordance with the Society Act of BC, that the Directors decide.
2.02 Every General Meeting, other than an Annual General Meeting, is a Special General Meeting.
2.03 The Directors may, as they see fit, convene a Special General Meeting.
a. Notice of a Special General Meeting must specify the place, day and hour or meeting, and in the case of special business, the general nature of that business.
b. The accidental omission to give notice of a meeting to, or the no-receipt of a notice by, any of the Members entitles to receive notice does not invalidate the proceedings of that meeting.
2.04 The first Annual General Meeting of the Society must be held not more than fifteen (15) months after the date of the incorporation and, after than, an Annual General Meeting must be held at least once in every calendar year and not more than fifteen (15) months after the holding of the preceding annual General Meeting.
ARTICLE 3. PROCEEDINGS AT GENERAL MEETINGS
3.01 The regular order of business at an Annual General Meeting of the Society shall be as follows:
a. Devotional
b. Approval of Agenda
c. Reading of Previous Minutes
d. Report of the Directors
e. Report of the Treasurer
f. Unfinished Business
g. Appointment and Election of Directors
h. New Business
i. Adjournment
3.02 Special Business is all business at a Special General Meeting; and all business conducted at an Annual General Meeting, except the following:
a. Report of the Directors
b. Report of the Treasurer
c. Appointment and Election of Directors
3.03 New business can be submitted for consideration at the Annual General Meeting at least fourteen (14) days prior to the meeting by any Member with the written endorsement of his respective church board.
3.04 Notice of all meetings shall be circulated to all Members in writing by the Secretary minimum of thirty (30) days in advance of the date of meeting.
3.05 A quorum for any General Meeting shall be constituted by the presence of the greater of three (3) members or ten percent (10%) of the total Membership of the Society immediately prior to the time of the Meeting in question. No business shall be transacted at any General Meeting unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a General Meeting or within such reasonable time thereafter as the Members present may determine, the Members present and entitled to vote may adjourn the meeting to a fixed time and place, but may not transact any other business and the provisions of Section 3.04 with regard to notice shall apply to such adjournment.
3.06 At all General Meetings, every question shall be determined by Ordinary Resolution, unless otherwise provided for by the Society Act or elsewhere in the By-Laws.
3.07 Every question submitted to any General Meeting shall be decided by a show of hands, except where a secret ballot is provided for or requested as stated below. At any Meeting, unless a secret ballot is provided, a declaration by the Chair that a motion has carried or carried unanimously or by particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. A secret ballot may be held either upon the decision of the Chair or upon request of any Member and shall be taken in such a manner as the Chair 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.
3.08 A definite voting bar shall be made between those who are entitled to vote and those who are not so entitled. A Member in good standing present at a General meeting is entitled to one vote.
3.09 Voting members of this Society shall have only one vote. Proxy voting is not permitted.
3.10 General Meetings shall be governed by the spirit of Christian love and fellowship, and by the accepted rules of parliamentary procedure as outlined in Robert’s Rules of Order.
ARTICLE 4. DIRECTORS
4.01 The Directors of the Society:
a. may exercise all the powers and do all the acts and things that the Society may exercise and do, and that are not by these By-Laws or by statute or otherwise lawfully directed and required to be exercised or done by the Society in a General Meeting, but subject, nevertheless, to:
i. all laws affecting the Society;
ii. these By-Laws; and
iii. rules, not being inconsistent with these By-Laws, that are made from time to time by the Society in a General Meeting.
b. A rule, made by the Society at a General Meeting, does not invalidate a prior act of the Directors that would have been valid if that rule had not been made.
4.02 The President, Vice-President(s), Secretary and Treasurer are the Officers of the Society.
a. The number of Officers must be three or a greater number determined from time to time at a General Meeting.
4.03 The term of office for the President:
a. shall be two (2) years and is renewable,
b. shall commence at the conclusion of the Annual General meeting in which he is appointed.
c. The President shall be an Ordained or Licensed Minister of the PAOC or a qualified layperson who is a member in good standing in a District church in the Thompson/Shuswap and Okanagan sections, and also a member in good standing of the Society.
d. shall have been resident in the Thompson/Shuswap-Okanagan sections of the BC District for a period of 6 months.
d. shall be elected on a simple majority ballot of a quorum of a General meeting of the Society.
e. Shall be chairperson of the Board of Directors when it meets.
f. Shall be chair of the General Meetings of the Society.
4.04 The terms of office for the Vice-President(s):
a. shall be Ordained or Licensed Ministers of the PAOC or qualified laypersons who are members in good standing in a District church in the Thompson/Shuswap-Okanagan sections, and also member in good standing of the Society.
b. shall be two years and is renewable,
c. shall have been resident in the Thompson/Shuswap-Okanagan section of the BC District for a period of 6 months.
d. shall be elected by a majority ballot of a quorum of a General meeting of the Society.
e. In the event there is more than one Vice-President, one of them shall be appointed by the Board of Directors to act in the capacity of the President in his absence.
f. The Board of Directors may designate specific portfolios to each of the Vice-Presidents.
4.05 The terms of office for the Secretary and/or Treasurer:
a. shall be one year and are renewable,
b. The Secretary and Treasurer shall be elected by a majority vote from a slate of nominees drawn from the Members of the Society at an Annual General Meeting.
c. shall have been resident in the Thompson/Shuswap-Okanagan section of the BC District for a period of 6 months.
d. These may be separate offices if deemed advisable by the Board of Directors.
e. An election is decided by a majority vote and may be by secret ballot.
f. If a successor is not elected, the person previously elected or appointed may continue to hold office.
g. The terms of office shall commence at the conclusion of the Annual General Meeting in which the Secretary and Treasure are elected.
4.06 The Directors may at any time and from time to time appoint a Member as a Director to fill a vacancy in the Directors. A Director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society, but is eligible for re-election at the Meeting.
4.07 If a Director resigns his office or otherwise ceases to hold office, the remaining Directors must appoint a member to take the place of the former Director.
a. An Act or proceeding of the Directors in not invalid merely because there are fewer than the prescribed number of Directors in office.
4.08 The Members may, by special resolution, remove a Director, except for the President, before the expiration of his term of office, and may elect a successor to complete the term of office.
a. In the case of the President, the Members may, by special resolution, appeal to the District Officers of the British Columbia and Yukon District of the Pentecostal Assemblies of Canada to remove the President before the expiration of his term of office, and the District Officers may appoint a successor to complete the term of office.
4.09 A Director must not be remunerated for being or acting as a Director but a Director may be reimbursed for all expenses necessarily and reasonably incurred by the Director while engaged in the affairs of the Society.
4.10 Nominations – The Board of Directors shall appoint a Nominating Committee consisting of the President, the Section Pastors for the Thompson/Shuswap and Okanagan Sections and such other members as the Board deems necessary. The Nominating Committee shall endeavour to ensure that a full slate of nominees is available for presentation to the Annual General Meeting of the Society.
4.11 All members of the Board of Directors are voting members of the Society.
ARTICLE 5. PROCEEDINGS OF DIRECTORS
5.01 The Directors may meet together at the places they deem fit to conduct business, adjourn and otherwise regulate their meetings and proceedings as they see fit.
a. A quorum for any meeting of the Directors is a majority of the Directors then in office.
b. The President is the chair of all meetings of the Directors.
c. A meeting of the Directors must be convened by the President at the request of a majority of the Directors.
5.02 The Directors may delegate any, but not all, of their powers to Committees consisting of a Director or Directors and other Members of the Society as they deem fit, 01(e).
a. A Committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the Directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held after the act or thing has been done.
b. A Committee must elect a chair of its meetings; but if no chair is elected, or if at a meeting the chair is not present within thirty (30) minutes after the time appointed for holding the meeting, the Director(s) present who are members of the Committee must choose a Director to chair the meeting.
c. The members of a Committee may meet and adjourn as they think proper.
5.03 A resolution proposed at a meeting of Directors or Committees need not be seconded, and the chair of a meeting may move or propose a resolution.
5.04 A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.
ARTICLE 6. DUTIES OF DIRECTORS
6.01 The Board of Directors
a. Shall be the administrative body of the Society.
b. Shall meet as often as the President deems necessary for the proper functioning of the Society. Such meetings to be agreed upon by a majority of the Board of Directors.
c. Shall consist of:
i. The officers of the Society.
ii. The Section Pastor of each Section.
iii. One other lay representative of each Section from among the membership of the Society elected annually by the membership of the Society. If one representative is not available from each Section, both positions may be filled from the same Section, provided both representatives are not from the same church.
d. The presence of a majority of Board of Directors shall constitute a quorum for the transaction of business.
e. The Board of Directors shall have a right to temporarily call in any lay representative outside the Society’s membership, that they feel vital to the functioning any committee.
6.02 Trustees. The officers of the Society shall act as trustees of the same.
ARTICLE 7. FINANCES
7.01 An annual budget reflecting anticipated revenues and expenses shall be prepared by a finance committee and/or the Treasurer, subject to approval of the Board of Directors.
7.02 Funds for the operation of the Society shall be raised by donations and membership fees from the churches of the Thompson/Shuswap and Okanagan Sections of the BC/Yukon District of the Pentecostal Assemblies of Canada; by special appeal; by regular service; general and special offerings; by special gifts, bequests, and other designated giving; and by interest gained through guaranteed investments.
7.03 Auditors shall be appointed by the Board of Directors with due consideration to the requirements of the Treasurer with respect to location and necessary time for the preparation of financial statements to conduct either an audit review or a full audit as determined by the Board of Directors.
7.04 The fiscal year of the Society shall correspond with the calendar year.
7.05 Trust Funds
a. Trust Funds shall be vested “in trust” with a reputable financial institution and secured in such a manner as to prevent the invested capital from being easily dismantled.
b. Trust Funds shall be administered by a reputable financial advisor and firm as recommended by the Board of Directors.
c. At least three trustees shall be names as signing authorities on behalf of the Society.
d. Funds in trust shall be placed in a low risk long-term investment instrument which may not be dissolved, diluted or re-invested without consulting a reputable investment advisor and receiving more than 75% vote of approval from all member churches in good stand after receiving recommendations of the Board of Directors to the Society who have done due diligence in researching the options available.
e. Only the interest portion of investments may be used for carrying out the purposes of the society at the discretion of the Board of Directors who will follow guidelines and policies established in the Bylaws of the Society for disbursement of funds in the form of grants-in-aid and contributions to associated charities.
f. A Grant Review Committee will receive grant applications from member churches and any departments or organizations affiliated with those member churches having been approved by the Senior Pastor and Board of said member churches.
i. The Grant Review Committee will receive, review, evaluate applications and recommend acceptance or rejections of each application to the Board of Directors for qualifying applications received by the due date for applications. ii. Grants or qualifying disbursements must be made to a minimum level of 3.5% of the total investment in the previous calendar year, and no more than 80% of the total investment interest generated in the previous calendar year. The minimum disbursement quota must meet or exceed the stipulations of the Government of Canada in effect from time to time.
iii. The Board of Directors may act on the recommendation of the Grant Review Committee, but reserves the right of making the final approval for all applications.
iv. The deadlines for receiving applications will be April 1 and October 1 of each year. The Board of Directors may institute changes to these deadlines at their discretion by giving 30 days notice by letter or e-mail. Every applicant will be notified of the status of their application within 2 weeks of the deadline for submissions.
v. The Board of Directors will direct the Trustees to withdraw the dollar amount of approved grants from the interest portion of the investment(s) for deposit to the General Account and final disbursement by the Treasurer to the successful applicants.
vi. Any member church or group of member churches in good standing may submit applications through the website www.okanagancampsociety.com .
vii. The Board of Directors will review and recommend the Policies and Criteria on which the Grant Review Committee will base their decisions, and such Policies and Criteria will be made available to all member churches in good standing from time to time as any changes are made.
ARTICLE 8. – AMENDMENTS
Amendments to the Constitution and Bylaws may be made at any Annual or Special business meeting of the Society provided that the notice of the proposed amendment shall have been given in writing to the Secretary of the Society two (2) months in advance of the meeting. Notifications of the proposed constitutional amendment(s) shall be sent to the members of the Society ten (10) days prior to the date set for the Annual or Special Business Meeting for that purpose. Amendments must be passed by 75% of the unspoiled ballots cast.
ARTICLE 9. – REGISTERED ADDRESS
The Board of Directors may change the official address of the Society from time to time to expedite the business of the Society upon notifying the Registrar of Societies and by notifying the membership in writing to the member addresses on file.