BYLAWS OF THE
ASSOCIATION OF UNITY CHURCHES (CANADA)
Amended September 2019
ARTICLE I: PURPOSE: The purpose of the Association of Unity Churches (Canada) (hereinafter referred to as Unity Canada) shall be those stated in the Charter of Unity Canada. Unity Canada shall have such powers as are now or may hereafter be granted to non-profit corporations incorporated under the laws of the Province of Ontario not inconsistent with the purposes set forth in the Charter of Unity Canada. Unity Canada shall formulate policy pertaining to the interrelated activities of Unity churches in Canada and work to co-ordinate excellence in ministry in existing and emerging ministries.
ARTICLE II: NAME, SEAL & OFFICES:
Section 2.01 Name: The name of the Corporation is "Association of Unity Churches (Canada)".
Section 2.02 Seal: The seal of Unity Canada shall be circular in form and shall bear on the upper portion of the outer circle the words, "Association of Unity Churches (Canada)".
Section 2.03 Offices: The head office of the Corporation shall be established by the Board of Directors in accordance with provincial and Canadian law. Unity Canada may also have offices in other places as the Board of Directors from time to time specify, or as the purposes of Unity Canada may require.
ARTICLE III: GEOGRAPHICAL TERRITORY & CONFERENCE REGIONS
Section 3.01 Territory The geographical territory of Unity Canada shall consist of all the Provinces and Territories of Canada.
Section 3.02 Conference Regions: The Board of Directors shall establish such conference regions within Canada, as it shall deem appropriate.
Section 3.03 International Unity: Unity Canada shall hold status as a region and voting member in Unity Worldwide Ministries (UWM) with the rights and duties this implies.
ARTICLE IV: MEMBERSHIP
Section 4.01 Membership: Unity Canada shall have two types of members: ministries and credentialed leaders all of whom have to be in good standing with Unity Canada.
A. Ministries. The membership of Unity Canada shall include those Unity ministries operating in accordance with the standards outlined in Unity Canada policy manual. The Board of Directors shall determine what constitutes a ministry eligible for membership. Membership may be requested by any applicant ministry upon filing a written request with Unity Canada. Approval shall require satisfaction of qualifications established by the Board of Directors and a majority vote pursuant to Section 5.01(d) [General Powers] as required by these Bylaws.
B. Credentialed Unity Leaders. The membership of Unity Canada shall include all credentialed leaders recorded on the official roster of Unity Canada as maintained or caused to be maintained by the Secretary of Unity Canada.
Credential Leaders are:
1) Ministers. Unity ministers who are living in Canada and/or serving ministries in Canada and have filed their Annual Membership Renewal Form with Unity Canada. Ministers must be in good standing with UC and UWM.
2). Active Licensed Unity Teachers: Active Licensed Unity Teachers are
a) associated with a Unity Canada member Minister and
b) current in their filing of their “Annual Membership Renewal Form” with Unity Worldwide Ministries and Unity Canada. This form includes the signature of their sponsoring minister.
Section 4.02 Responsibility: All members of Unity Canada agree to abide by and act in accordance with the Charter, Bylaws, rules, regulations, and policies of Unity Canada.
Section 4.03 Liability of Members :
A. The members of this organization shall bear no legal liability for any of the business activities, conduct or the operations of Unity Canada.
B. Unity Canada shall in no way intrude upon the internal affairs of a Member Ministry, except upon request of the minister or Board of Directors of the Member Ministry, or by a request from the membership of the Ministry in conformity with the bylaws of the ministry. Members shall be encouraged to recognize their responsibility to support Unity Canada and its projects and undertakings by their freewill love offerings and tithes.
Section 4.04 Removal from Unity Canada: The Board shall have the authority to establish policies governing the process for removing members who fail to fulfill the responsibilities or requirements for membership or who may in any way fail to maintain the standards of Unity Canada as required by these Bylaws and the applicable Code of Ethics.
Section 4.05 Rights of the Members:
A. Attend the annual general meeting
B. Vote at any membership meeting, at which the member is present, called in accordance with Section 12.01
C. May submit a proposal to the Board of Directors for presentation at the annual general meeting at least 60 days in advance of the meeting. Note: if the Board of Directors refuses to submit the proposal at the annual general meeting, the Board of Directors must notify the submitter within 30 days of receiving the proposal
D. Override any action of the Board of Directors by a three-fourths (3/4) vote
E. Remove any member of the Board of Directors by a three-fourths (3/4) vote;
F. Express views regarding the activities, programs, and policies of the Association, which shall serve as guidance to the Board of Directors.
ARTICLE V: BOARD OF DIRECTORS
Section 5.01 General Powers: All the affairs of Unity Canada shall be managed by its Board of Directors. All of the corporate powers of Unity Canada shall be and are hereby vested in, and exercisable by the Board of Directors and are subject to ratification by the membership at the next annual meeting.
The Board of Directors shall also have the power:
A. to appoint and remove all officers and agents, prescribe their duties and fix their compensation
B. to make rules and regulations consistent with the ideals and principles of Unity, the Charter of Unity Canada, for the spiritual as well as the business guidance of the officers of Unity Canada.
C. to determine the policies of Unity Canada.
D. to approve or disapprove all applications for membership in Unity Canada. Disapproved applicants have the right to appeal if they can demonstrate they have fulfilled all the membership bylaw and policy requirements of Unity Canada and Unity Worldwide Ministries.
E. to remove any member from Unity Canada according to Bylaw Article 4.04.
F. to make determinations of the business needs of Unity Canada and authorize payment of monies for these purposes.
G. to assure that a minimum of two minister members of Unity Canada are qualified to be Unity Canada’s Regional Representative. (The qualifications are listed in the policy manual of Unity Worldwide Ministries.)
I. to appoint a Regional Representative and Alternate who shall be responsible for:
a) maintaining or causing to be maintained the standards of ministry within Unity Canada
b) attending and fully participating in the meetings of the Standards Team of UWM to represent Unity Canada and to bring to Unity Canada the best practices
and other insights for excellence.
c) fulfilling all the duties and responsibilities of a Regional Representative as defined by Unity Worldwide Ministries and their Standards Team
d) attending board meetings of Unity Canada.
J. to appoint an LUT Regional Representative and Alternate according to the qualifications and policies established by the Board of Directors. The appointment will be for a three-year term.
K. to appoint a solicitor to advise the Directors as needed.
L. to appoint other positions as needed.
M.to attend and be heard at every meeting of the members.
Section 5.02 Qualification of Directors: Directors shall be credentialed leaders of a member ministry or credentialed leaders who reside in Canada, and shall be members listed on the official roster of Unity Canada. No Director shall have the status of bankrupt. Only one Director will be chosen from any member ministry or its affiliated expansion works. The number of Directors shall be a minimum five (5) to a maximum seven (7); the number of Directors to be determined by the Board. This Board shall elect its own officers.
Section 5.03 Liability of Directors and Officers: Members of the Board of Directors of Unity Canada and the officers of Unity Canada shall have no liability whatsoever to any person in connection with their conduct of the affairs of Unity Canada, or the management, investment or disbursement of the corporate funds, unless they be guilty of actual fraud or so grossly negligent as amounts to fraud.
Every director and officer in exercising his or her powers and discharging his or her duties to the corporation shall,
A. act honestly and in good faith with a view to the best interests of the corporation; and
B. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Section 5.04 Elections: The members of the Board of Directors shall be elected by the members of Unity Canada. Each Director shall hold office for three years, or until his/her successor is duly elected. The terms of two elected Directors shall expire annually except every third year when the term of three elected Directors shall expire. A person who has served two (2) consecutive three-year terms shall be eligible for election only after an absence from the Board for at least one year.
Section 5.05 Vacancies: In the event of an unexpired term of any member of this Board who may resign or be otherwise disqualified, the vacancy shall be filled by the vote of the Board of Directors. The completion of an unexpired term will not be considered as part of the appointee’s term limit.
Section 5.06 Regular Meetings: The Annual Meeting of the Board of Directors shall be held at the same place as the Annual Meeting of Unity Canada. Such meetings shall be held without notice other than this bylaw provision. The Board of Directors may also hold additional regular meetings via conference telephone call or other accepted electronic means at the call of the Chair as long as all Directors receive notification at least fourteen (14) days prior to the date of the meeting.
Section 5.07 Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chair or any Director. The Board of Directors may fix the place for holding of any special meeting of the Board of Directors. Notice of special meetings shall be given at least thirty (30) days prior to the meeting. Special meetings will be limited to those items listed on the notice of meeting delivered to all Directors.
Section 5.08 Electronic Meetings: The board and all ministry teams are authorized to meet by telephone conference or through other electronic communications media as long as all the participating members can interact simultaneously. Notice of such meetings shall be given to all members of the board or ministry team concerned.
Section 5.09 Alternate Voting Procedures: The board is authorized to make decisions by mail or electronic transmission ballots provided that the results of these votes are recorded in the minutes of the next regular meeting. Such action shall require a majority of the entire membership of the board, except in the case of filling vacancies, which shall require a two-thirds (2/3), vote of the entire membership of the board.
Section 5.10. Board Proxy and Absentee Voting: Both proxy and absentee voting are specifically prohibited.
Section 5.11 Quorum: Four voting members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. When a meeting has begun with a quorum and if attendance becomes less than four Directors, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 5.12 Manner of Acting: The act of a majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5.13 Compensation: Directors shall serve without compensation. If a Director is hired to a full or part-time salaried position for Unity Canada or Unity Worldwide Ministries, s/he shall resign his/her position as a Director. The reimbursement of expenses of Directors of Unity Canada shall not be considered as “compensation”.
Section 5.14 Removal from Office of Directors:
A. whenever there is a weight of evidence that a Director is not fulfilling the legal and/or moral responsibilities of his/her office, s/he may be removed from his/her position as a Director by a three-fourths (3/4) vote of the members of the Board.
B. a Director may be removed from office by a three-fourths (3/4) vote of the membership present and voting. Thirty (30) days advance notice of such motion must be given to the members prior to such a motion being placed before the membership.
ARTICLE VI: OFFICERS:
Section 6.01 Elected Officers:
The elected officers of Unity Canada shall consist of a Chair, Vice-Chair, Secretary, and Treasurer who shall be elected annually by the Board of Directors and serve a term of one year or until their successors are elected and qualified. All officers must be elected from the membership of the Board of Directors.
A. The Chair shall:
1) with the help of the Vice-Chair, Secretary and Treasurer, prepare an agenda for the annual business meeting of Unity Canada.
2) preside over meetings of Unity Canada.
3) call special meetings of Unity Canada, subject to the approval of a majority of the Board of Directors, or pursuant to Section 5.06.
4) perform such other duties as usually prescribed for the Chair of Unity Canada.
B. The Vice-Chair shall:
1) assist the Chair with the performance of his/her duties and shall preside in the absence of the Chair.
2) assume the duties of the Chair at such times as the Chair shall be unable for any reason to perform his/her duties.
3) perform such other duties as may be assigned to him/her by the Chair of the Board of Directors.
C. The Secretary shall be responsible for maintaining or causing to be maintained all the records of Unity Canada, including but not limited to:
1) filing of all minutes with the registered office of Unity Canada
2) filing the annual reports as may be required by the Province of Ontario.
3) appropriate correspondence and reference files
4) the policy manual of Unity Canada
5) the legal documents involving policy interactions with member ministries.
6) the official roster of Unity Canada of ministers, Licensed Unity Teachers and ministries
D. The Treasurer shall be responsible for maintaining or causing to be maintained all the financial records of Unity Canada including but not limited to:
1) filing of the yearly financial reports with the registered office of Unity Canada.
2) filing the annual reports as may be required by Revenue Canada
3) accounting and annual review of all financial transactions of Unity Canada
4) creation of the annual financial report, membership report and budget for the Board of Directors for presentation to the membership
5) Issuing or causing to be issued cheques and bill payments
6) managing or causing to be managed the Unity Canada financial investments.
ARTICLE VII: MINISTRY TEAMS
Section 7.01 Nominating Team
Each year at the Annual General Meeting, a Nominating Team shall be formed to initiate a search for qualified candidates for the Board of Directors to be voted on at the next Annual General Meeting. The team shall consist of a member of the Board of Directors, a Licensed Unity Teacher, a minister and a voting delegate.
A. At the Annual General Meeting, the Membership shall elect a Licensed Unity Teacher and a minister to serve on the Nominating Team for the next year's election.
B. The Board shall elect one of its Directors.
C. The Director, the minister and the Licensed Unity Teacher shall select a fourth member from the voting delegates at the current Annual General Meeting.
D. The team shall self-select one of their team to serve as Chair.
E. In the event of unavailability to serve of the persons so elected, the Board shall select a person from the voting membership to fill the vacancy, other than a current Board member.
F. The Team shall take into consideration that the slate of nominees along with currently serving Directors represents a cross-section of Canadian member ministries.
Section 7.02 The Finance Team consisting of the Treasurer, the Vice-Chair and one Director named by the Chair, will prepare and submit an annual budget to be submitted to the Directors for approval and recommendation to the Annual Membership meeting for approval.
Section 7.03 Other Teams: From time to time, the Board of Directors may appoint task groups for any purpose. Terms of reference will be Minuted and communicated to those serving on each task group.
ARTICLE VIII: BOOKS AND RECORDS
Unity Canada shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of Unity Canada, of the Board of Directors and of the various teams. The primary copy of these records shall be kept at the head office of Unity Canada. The Board of Directors will designate the head office. All books and records of Unity Canada may be inspected by any member Ministry, or its agent or attorney, for any proper purpose after obtaining written approval of the Board of Directors.
ARTICLE IX: CONTRACTS, CHEQUES & FUNDS
Section 9.01 Contracts: The Board of Directors may authorize any officer or officers, agent or agents of Unity Canada to enter into any contract or execute and deliver any instrument in the name of and on behalf of Unity Canada and such authority may be general or confined to specific activities except that no officer or agent of Unity Canada may incur indebtedness in excess of the budgetary allowance for a specific activity without first obtaining written approval of the Board of Directors.
Section 9.02 Cheques, Drafts, etc.: All cheques, drafts or other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of Unity Canada shall be signed by such officers, agent or agents of Unity Canada, and in such manner as shall from time to time be determined by resolution of the Board of Directors
ARTICLE X: ANNUAL AUDIT OR REVIEW ENGAGEMENT
An annual statement of all the finances of Unity Canada shall be published in a timely way following the closing of the books at the end of each fiscal year. A copy of this financial statement shall be furnished to all members of the Board of Directors and to all Unity Canada members.
ARTICLE XI: FISCAL YEAR
The fiscal year of Unity Canada shall be set by the Board of Directors.
ARTICLE XII: ANNUAL GENERAL MEETING
Section 12.01 Unity Canada will hold an annual general meeting at dates, time and location determined each year by the Board of Directors.
Section 12.02 Notice: The agenda and schedule of activities will be sent out to all members at least thirty (30) days in advance.
Section 12.03 Delegates and Voting:
In transacting the business of Unity Canada, each active and participating member ministry shall have a maximum of two (2) delegates, each of which are a member of the ministry they are delegated to represent and assigned as a voting delegate by the Board of Directors of the member ministry according to their internal policy.
Credentialed leaders have a vote independent of the ministry where they are serving, providing they have not been assigned as the voting delegate for that ministry. In the event that the credentialed leader is also the assigned voting delegate for that ministry, they will vote on behalf of the ministry only. Each voting delegate is limited to one vote.
Local Boards and/or Credentialed leaders must notify Unity Canada of the names of their voting delegates according to Unity Canada policy.
Section 12.04 Quorum: The quorum for the annual meeting of the membership of Unity Canada, shall be the majority of those in attendance and qualified for voting privileges. (Not to be less than a quorum for a Board of Directors meeting.)
Section 12.05. Authority of the Annual General Meeting The collective membership present at the annual general meeting shall have the authority to elect members to the board as required; elect members to the Nominating Team as required; adopt amendments or additions to the bylaws; adopt an annual budget; review and approve an annual financial report; receive reports from officers, the board, and ministry teams; override any action of the board by a three-fourths (3/4) vote; remove any member of the board by a three-fourths (3/4) vote; adopt resolutions; and express views regarding the activities, programs, and policies of the Association, which shall serve as guidance to the board.
ARTICLE XIV: AUTHORITY
Robert's Rules of Order Newly Revised shall govern all meetings of Unity Canada and the Board of Directors insofar as they are applicable and not inconsistent with the statutes of the Province of Ontario, the Charter of Unity Canada, or these Bylaws.
ARTICLE XV: DISSOLUTION CLAUSE
Upon the dissolution of the corporation and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations that carry on their work solely in Canada.
NOTE: The dissolution clause is part of the Letters Patent of the Association of Unity Churches (Canada) and this clause may not be altered by Bylaw revisions.
ARTICLE XVI: AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Members of the Board of Directors at any meeting at which a quorum is present. Upon approval of the quorum of the Board of Directors, the proposed changes or amendments will then be submitted in writing to every member ministry at least thirty (30) days before the Annual General Meeting of Unity Canada at which the amendment is to be submitted to the membership for ratification by a two-thirds (2/3) majority of all members present and voting.
Note: Future changes to names or designations will automatically be updated to all Unity Canada documents.
ARTICLE XVII: EFFECTIVE DATE
Section 17.01 These Bylaws shall take effect and control the operation of Unity Canada from the time of their being passed by the Board of Directors and ratified by the membership.
Section 17.02 Once ratified by the membership of Unity Canada, these Bylaws replace and supersede any and all previous Bylaws.
Date of effect September 2019------------------------------------------------------------------------------