Assemblies of the Lord Jesus Christ of Canada (ALJCC)

Assemblies of the Lord Jesus Christ Canada Inc. Constitution

 

 

 

A.   CONSTITUTION

 

1.      PREAMBLE

For the more certain preservation and security of the principals of our faith, and to the end that this organization may be governed in an orderly manner consistent with our Articles of Faith, and for the purpose we declare and establish this constitution and by-laws.

 

2.      PURPOSE

The purpose of the Assemblies of the Lord Jesus Christ Inc. shall be to....

 

1)      Establish and maintain houses of worship.

2)      Preach and teach the gospel of Jesus Christ.

3)      Promote and teach Christian principles.

4)      Encourage humanitarian values.

5)      Continue to build the Church of Jesus Christ

 

3.      NAME

The name of this organization shall be Assemblies of the Lord Jesus Christ Canada, Inc.

 

4.      ARTICLES OF FAITH

This organization accepts “Articles of Faith” as set forth in Schedule "A" hereto.

 

5.      CONDITIONS OF MINISTERIAL MEMBERSHIP

 

1)      Membership shall consist of persons who:

a.       are adherent to the Articles of Faith;

b.       in addition to item (a) are an accredited minister, who shall be;

                                                                          i.      a graduate of a recognized Bible school or correspondence course;

                                                                        ii.      hold a general license ; or

                                                                      iii.      an ordained minister as approved by The Assemblies of the Lord Jesus Christ Canada Inc. Executive Board ; or

                                                                       iv.      any person the Board deems fit to serve in ministry and is called of God;

c.       follow rules and regulations as set out by the Board and approved by the members;

d.       comply with other ministerial criteria as the Board may determine from time to time.

2)      The membership fee shall be$ 26.00 per month as directed by the directors of the Board of The Assemblies of the Lord Jesus Christ Inc. and subject to revision by the Board of directors from time to time as required.

 

6.      TERMINATION OF MEMBERSHIP

Ministerial Membership may be terminated by:

 

a)       Ministerial Member(s) filing a written resignation or withdrawal with the secretary;

b)      Failure to continue to endorse the "Articles of Faith";

c)       Failure to comply with budget requirements;

A decision made by the Board of Directors of The Assemblies of the Lord Jesus Christ Canada Inc. whereby a licensed minister with the Assemblies of the Lord Jesus Christ Canada Inc. has been determined to have forsaken or to endorse the Articles of Faith of The Assemblies of the Lord Jesus Christ Canada Inc.

 

7.      DISTRICTS

The Assemblies of the Lord Jesus Christ of Canada Inc. and its Board of directors may establish such districts as are deemed necessary and from time to time may prescribe rules and regulations in regards to such districts.

 

8.      AMENDMENTS OF CONSTITUTION AND ARTICLES OF FAITH

The Constitution may only be amended by a Special Meeting of ministerial members of The Assemblies of The Lord Jesus Christ Canada Inc. by two-thirds (2/3) vote of members then in attendance. Toe Articles of Faith may only be amended by a Special Meeting of ministerial members of Toe Assemblies of The Lord Jesus Christ Canada Inc., by 100% approval of members then in attendance and with the approval of the ALJC, Memphis, Tennessee. The proposed amendment shall be distributed in writing to every member and to the office at 875 N. White Station Road, Memphis, TN 38122 at least ninety (90) days before vote for amendment.

 

9.      BY-LAWS

The Assemblies of the Lord Jesus Christ Canada Inc. may adopt such by-laws, not in conflict with this constitution, as may be necessary. Such by-laws may be amended at any meeting by a majority vote of the ministerial members of the Assemblies of the Lord Jesus Christ Canada Inc. present where the proposed by-laws have been distributed in writing to every ministerial member ofThe Assemblies of The Lord Jesus Christ Canada Inc. at least ninety (90) before the vote for the by-laws.

 

10.  RULES AND REGULATIONS AND POLICY

The Assemblies of The Lord Jesus Christ of Canada Inc. may adopt such rules, regulations and policies, not in conflict with this constitution, as may be necessary and expedient for the efficient conduct and operation of The Assemblies of The Lord Jesus Christ of Canada Inc.

 

 

 

 

B.    BY-LAWS

 

 

1.      CORPORATE SEAL

The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

 

2.      HEAD OFFICE

Until changed in accordance with the Act, the Head Office of The Assemblies of The Lord Jesus Christ Inc. shall be at civic number 529, Route 560, in the town of Jacksonville, New Brunswick, Canada E7M 3H9.

 

3.      Board of Directors and Ministerial Member Meetings

 

1)      The annual or any other general meeting of ministerial members shall be held during the Annual General Conference in the city designated by the board of directors.

 

2)      At every annual meeting, in addition to any other business that may be transacted, the report of the directors and the financial statement shall be presented. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president (Superintendent) shall have the power to call, at any time, a general meeting of members to discuss issues deemed relevant, at their sole discretion. Fifty-one percent (51%) of members present in person at a meeting shall constitute a quorum.

 

3)      All members are deemed to have been given written notice that a Board of Directors and subsequent Ministerial meetings will take place at each Annual General Conference as per item 3.1 above. Thirty (30) days written notice shall be given to each voting member of any general meeting where special business is to be transacted and such notice shall contain sufficient information to permit the members to form a reasonable judgment on the decision to be taken. Notice of each special meeting of members shall remind the members if they have the right to vote by proxy and said right to proxy shall be determined by the Board of Directors and at their sole and absolute discretion.

 

4)      Each voting member present at a meeting shall have the right to exercise one vote. Voting by proxy shall not be allowed unless expressed otherwise, in writing as provided for in item 3.1

5)      A majority of the votes cast by the membership present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of voting members is required by the Act or these By-laws.

 

6)      No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceeding taken thereat, and any member may at any time waive notice of any such meeting, and may ratify, approve and confirm any or all proceedings taken thereat. For the purpose of sending notice to any member, director, or officer of any meeting or otherwise, the current email address or the address (for receiving mail via Canada Post or a Bonded Courier) of the member, director or officer shall be his or her last address recorded on the books of The Assemblies of The Lord Jesus Christ Canada Inc.

 

4.      DUTIES OF THE BOARD OF DIRECTORS

 

1)      The property and business of the corporation shall be managed by the national board of directors, comprised of a minimum of five (5) directors. The number of directors shall e determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the membership at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors shall be individuals, at least 18 years of age, with power under the law to contract. Directors shall be members.

 

2)      The applicants for incorporation shall become the first directors of the corporation whose term of office shall continue until their successors are elected.

3)      At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.

 

4)      Directors shall be the elected national officers of this organization; the president who will be the presiding Bishop, vice president, the secretary/treasurer, if held by one person, if held by two persons both shall server as directors and the elected officers chosen by the members at a duly called meeting of members.

 

5)      The office of director shall be automatically vacated:

 

a.       If at a general meeting of members, a resolution is passed by the ministerial members present at the meeting that he be removed from office;

b.       If a director has resigned his office by delivering a written resignation to the secretary of the corporation

c.       If he is found by a court to be of unsound mind;

d.       If he becomes bankrupt or suspends payment or compounds with his creditors;

e.       On death;

 

6)      provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote may by appointment, fill the vacancy -with a ministerial member of the corporation.

 

7)      The directors shall serve as such without renumeration, and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.

8)      A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted, and his successor is elected.

 

5.      POWERS OF DIRECTORS

 

1)      The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.

 

2)      The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a 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.

 

3)      The board of directors is hereby authorized, from time to time;

 

a)       to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such extent and in such manner as the board of directors at its discretion may deem expedient;

 

b)      to limit or increase the amount to be borrowed;

 

c)       to issue or cause to be issued bonds, debentures, or other securities, of the corporation and to pledge or sell the same for sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;

d)      to secure any such bond, debentures, or other securities, or any other present or future borrowing or liability of the company, by m01tgage, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.

 

4)      The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the corporation.

 

5)      The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointments.

 

6)      Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have the force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

 

 

6.      DIRECTORS' MEETINGS

 

1)      Meetings of the board of directors may be held at any time and place to be determined by the directors provided that forty-eight (48) hours --written notice of such meeting shall be given by the Supe1intendent or designate either by fax or email as per the contact info on file with the ALJCC to each director. There shall be at least one (1) meeting per year of the board of directors. Each director is authorized to exercise one (1) vote.

 

2)      A majority of directors in office, from time to time, but no less than three directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorized powers and discretion by or under the by-laws of the corporation.

 

 

7.      INDEMNITIES TO DIRECTORS AND OTHERS

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 or any controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;

 

a)       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, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;

 

b)      all costs, charges and expenses which he 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 willful acts or default.

 

8.      OFFICERS

 

1)      The officers of the corporation shall be a president, a vice president, a secretary/treasurer and one (1) or two (2) national board members and any such other officers as the board of directors may by-law determine. No person shall hold more than one office with the exception of the secretary/treasurer, these two offices may be held by two persons or one person. The national officers shall serve as the directors and shall be members.

2)      All officers shall be elected at an annual meeting of members.

3)      The officers of the corporation shall hold office for two (2) years from the date of election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the members for cause;

 

a.       failure to continue to endorse the Articles of Faith;

b.       having been found guilty of committing any immoral act such as adultery, fornication, child molestation in any court, legal or ecclesiastical;

c.       or any sexual act outside the marriage relationship;

d.       having been found guilty of any crime or breach of trust in a criminal or civil court, but each case will be reviewed separately by the Board of Directors in detail relative to the particular conviction.

 

 

 

9.      DUTIES OF OFFICERS

 

1)      The president shall be the chief executive officer of the corporation and serve as the national superintendent. He shall preside at all meetings of the corporation and of the board of directors. He shall have the general and active management and oversight of the affairs of the corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.

2)      The vice-president shall serve as the assistant national superintendent, and in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the president and or the board of directors.

3)      The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the president and or the board of directors.

4)      The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the corporation under the supervision of the president and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the book to be kept for that purpose. He shall give or cause to be given notice of all meetings of members and of the board of directors and shall preform such duties as may be prescribed by the board of directors and or the president, under whose supervision he shall be. He shall be custodian of the seal of the corporation, which he shall deliver only when authorized by resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

5)      The duties of all other officers of the corporation shall be such as the terms of their engagement call or as the president and/or the board of directors require of them.

 

 

 

10.  COMMITTEES

 

The board of directors may appoint committees whose members shall hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid if any. All committees shall work under the direction of the president.

 

11.  MINUTES OF BOARD OF DIRECTORS AND NATIONAL EXECUTIVES

The minutes of the board of directors or the minutes of the national executive board shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

 

12.  EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or 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 or by any officer or officers appointed by resolution of the board of directors.

 

13.  FINANCIAL YEAR

 

Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be March 31st.

 

14.  AMENDMENTS OF BY-LAWS

 

The by-laws of the corporation not embodied in these letters patent may be repealed or amended by-law relating to the requirements of the Canadian Department of Labor, may be enacted by a majority of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Labor has been obtained.

 

 

 

15.  AUDITORS

 

The members MAY, if deemed necessary, at each annual meeting, appoint an auditor to audit the accounts and the annual financial statements of the corporation for report to the members at the next annual meeting. The auditor(s) shall hold office until the next annual meeting provided that the directors fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

 

16.  BOOKS AND RECORDS

 

The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

 

17.  RULES AND REGULATIONS

 

The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

 

18.  INTERPRETATION

 

In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa and references to persons shall include firms and corporations.

 

19.  POLICY AND PROCEDURES

 

20.  DEPARTMENTS AND COMMITTEES

 

21.  DISTRICTS

 

22.  RECOMMENDED LOCAL CHURCH GOVERNMENT

 

 

Revised and approved by 100% of ministers in attendance, Calgary Alberta, 2004
Rev. Vernon Kelly, acting Secretary, ALJC Canada, Inc.
Reviewed, revised and approved by the Board of Directors at a conference call on July 23rd, 2014