THE CANADIAN CHINESE ALLIANCE CHURCHES ASSOCIATION
(herein referred to as the “CCACA”)
This Constitution is hereby made effective the 31st day of December, 2009, as evidenced by the signatures of at least three of the directors (also referred to as “Executive Committee Members”) set out below
WHEREAS Christian and Missionary Alliance in Canada, (herein referred to as the “C&MA in Canada”), a registered charity pursuant to the provisions of the Income Tax Act, R.S.C., 1985 c.1 (5th Supp.) maintained a standing committee known as “The Canadian Chinese Alliance Churches Association” (the “CCACA”), formerly known as “The Canadian Chinese Alliance Churches Committee;
AND WHEREAS the CCACA has historically been a registered charity in accordance with the provisions of the Income Tax Act (Canada);
AND WHEREAS it is desirable to establish the CCACA as a formal charitable trust, with its own constitution but with an accountability to The Christian and Missionary Alliance in Canada.
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED AND DECLARED as follows:
ARTICLE I – NAME
1.1 A charitable trust is established in the name of The Canadian Chinese Alliance Churches Association, herein referred to as the “CCACA”.
ARTICLE II – OBJECTS
2.1 The objects of the CCACA are:
(a) To advance the spiritual doctrines and teachings of the Christian faith and in doing so, to liaise with The Christian and Missionary Alliance in Canada, a registered charity, BN/Registration Number 894945633 RR0001 and other registered charities association with The Christian and Missionary Alliance in Canada in promotion Christian evangelism, church planting and missions, with a particular emphases on Chinese Alliance Churches in Canada.
ARTICLE III – GOVERNANCE
3.1 Members of Executive Committee – The determination as to the number of Trustees (herein called “Members of the Executive Committee”) and the power of appointment of the Members of the Executive Committee shall be vested in the Chinese Alliance Churches and the affiliated Chinese congregations in the Christian and Missionary Alliance Churches in Canada that support the objectives of the CCACA and are received into membership by the Executive Committee, (herein called the “Member Churches”). In any event, there shall not be less than three (3) Executive Committee Members.
3.2 Annual Conference – The Member Churches shall convene a meeting annually (herein called the “Annual Conference”) for the purpose of:
(a) hearing the reports of the Executive Committee for the prior year;
(b) approving the budget for the ensuing fiscal year;
(c) considering and, subject to the approval of the C&MA in Canada, approving any amendments to the governance provisions provided for herein;
(d) electing the Members of the Executive Committee; and
(e) considering any other information properly coming before the delegates at the Annual Conference.
3.3 Delegates – The Member Churches and the C&MA in Canada shall be represented at the Annual Conference by delegates consisting of the following:
(a) Ex-officio delegates: Ex-officio delegates shall consist of all full-time licensed workers of the Member Churches and Chinese missionaries of the C&MA in Canada;
(b) Accredited delegates: To be an Accredited delegate, a delegate shall be a member of a CCACA Member Church who has been approved as a delegate to the Annual Conference by the Board of Elders of the Member Church. A delegate shall be elected as the representative for every one hundred members or portion thereof in a congregation of a Member Church. A maximum of four (4) delegates from any one Member Church shall be permitted.
3.4 Quorum for Annual Conference – A quorum for the Annual Conference shall consist of a majority of the Ex-officio delegates and the Accredited delegates who have been elected by Member Churches present in person at the Annual Conference.
3.5 Voting by Delegates – When voting on issues requiring delegate approval, unless otherwise provided for herein, a simple majority vote of those delegates present or who are represented by proxy shall determine the questions. Each delegate shall have one (1) vote at all meetings of delegates including the Annual Conference. The Chairman of the meeting shall vote in the first instance upon the calling of the question for which the vote is being held and shall not have a second or tie-breaking vote in the event of a tie vote.
3.6 Executive Committee – The Executive Committee shall manage the affairs of CCACA between Annual Conferences. The Executive Committee shall be comprised of five members to a maximum of nine members including the Executive Director who is an ex-officio member appointed by the President of the C&MA in Canada in consultation with the Executive Committee. The number of CCACA Executive members will be set by the CCACA Executive Committee before each election.
The Executive Committee shall include the following officers:
(a) Chairman – The Chairman shall call and preside at all meetings of the Executive Committee. The Chairman shall vote on any question, motion or resolution coming before the Executive Committee at the time the issue is first considered by the Executive Committee. In the event of a tie vote, the Chairman shall not have a second or tie-breaking vote. The Chairman shall ensure the EXECOM communicate appropriately with the President of C&MA.
(b) Vice-Chairman – The Vice-Chairman shall assist the Chairman in all CCACA matters and act on behalf of the Chairman in the Chairman’s absence.
(c) Secretary – The Secretary shall keep record of all meetings of the Executive Committee and be responsible for correspondence and the custody of all CCACA documents.
(d) Treasurer – The Treasurer shall ensure that all funds of the CCACA are received as directed by the Executive Committee. He shall also ensure that all funds are disbursed according to the budget or any amended budget as approved by Executive Committee. He shall ensure that proper financial records are maintained and reported as required.
(e) Executive Director – The Executive Director, accountable to the President, will perform such duties as assigned by the Executive Committee for the effective management of the affairs of the CCACA. The term of office of the Executive Director shall be four years with opportunity for two renewals up to a maximum of twelve years.
3.7 Rights, Duties, Privileges and Responsibilities of Executive Committee – In managing the affairs of the CCACA, the Executive Committee shall be subject to the following:
(a) The Executive Committee shall hold all cash, cheques, securities, investments, personal property, real property or other interests received or otherwise acquired by the CCACA and any income derived therefrom for the exclusive purpose of fulfilling the charitable objects of the CCACA;
(b) The Executive Committee may invest in the name of the CCACA any monies or the proceeds of any property or interest received or otherwise acquired that are not required for the immediate purposes of the CCACA. The investment may be in securities or other investments in which such trust monies or proceeds may by law be invested;
(c) The Executive Committee shall hold such number of meetings as may be reasonably necessary to effectively manage the affairs of the CCACA, and in any event, not less than two meetings per year;
(d) Any two members of the Executive Committee may, at any time, convene a special meeting of the Executive Committee provided at least seven days written notice has been given to the other members of the Executive Committee of the matters to be discussed and the time, date and location of the meeting;
(e) Meetings may be held by conference call or by similar telecommunications or electronic means;
(f) The Executive Committee shall provide and keep a minute book. The proceedings of the Executive Committee shall be entered in the minute book. The Chairman or Secretary shall sign the minutes at the conclusion of each meeting or at a future meeting when the minutes have been duly confirmed by the Executive Committee;
(g) The Executive Committee shall provide books of account to record all money received or paid out on behalf of the CCACA.
(h) Unless otherwise provided for herein, all decisions of the Executive Committee shall require a simple majority vote of those Executive Committee Members in attendance at a duly called meeting at which there is a quorum.
(i) A quorum of a meeting of the Executive Committee shall be a majority of the members. A member may attend in person or by conference call or by similar telecommunications or electronic means whereby all persons in attendance in such manner are able to fully participate in the meeting.
(j) The Executive Committee may amend the budget approved by the delegates at the Annual Conference without further approval of the delegates provided such amendment does not have the effect of increasing the budget by more than ten percent (10%) of the budget approved by the delegates at the Annual Conference.
(k) The Executive Committee may, from time to time, open and maintain an account or accounts at a financial institution or institutions. The Executive Committee may at any time pay any monies forming part of the Trust to the credit of the account or accounts or place the money on deposit with any financial institution or institutions. All cheques and orders for payment shall be signed by such officers or person as authorized by the Executive Committee from time to time.
(l) The members of the Executive Committee may be reimbursed for any reasonable expenses incurred personally in carrying out their duties as members of the Executive Committee in fulfilling the objects of the CCACA.
(m) Documents requiring execution by the CCACA may be signed by any two of the Chairman, Vice-Chairman, Secretary or Treasurer or such other officers as prescribed by the Executive Committee and all documents so signed are binding upon the CCACA. The Executive Committee may from time to time appoint any officer or officers or any person or persons on behalf of the CCACA, either to sign documents generally or to sign specific documents.
ARTICLE IV – NOMINATIONS AND ELECTIONS
4.1 Nominating Committee – A Nominating Committee consisting of five (5) persons shall be elected by the delegates at the Annual Conference and shall serve until the next Annual Conference following their elections. The Chairman who is an ex-officio plus two of such persons to be elected shall be members of the Executive Committee then in office.
The Nominating Committee shall, prior to the next Annual Conference, solicit and prepare a slate of candidates to fill any vacancies on the Executive Committee for which elections will be required at the next Annual Conference.
The slate of candidates shall be presented to the delegates at the next Annual Conference. The delegates at the Annual Conference shall elect persons in the manner as set out in Section 4.2 to fill any vacancies on the Executive Committee. To be considered as a candidate for membership on the Executive Committee, a person must be at least eighteen (18) years of age and a member in good standing of a Member Church.
4.2 Election – The delegates to the Annual Conference shall elect the Executive Committee Members to fill any vacancies on the Executive Committee. Executive Committee Members shall be elected by secret ballot and the number of Executive Committee Members to be elected at each Annual Conference shall be dependent on the number of vacancies to be filled. Each Executive Committee Member shall be elected to serve for a term of two (2) years. A person elected as an Executive Committee Member shall serve for a maximum of three (3) consecutive full two-year terms and then must not serve for a period of one year before being eligible for re-election.
The names of the candidates on the slate of candidates prepared by the Nominating Committee shall be presented to the delegates at the Annual Conference. Following the presentation of the slate, nominations for candidates who meet the qualification requirements set out in Section 4.1 may be made from the floor by the delegates provided each nomination is seconded by a delegate and the nominee consents to the nomination. Following the closing of nominations, each delegate shall, by secret ballot, cast such number of votes for Executive Committee Members as there are vacancies to be filed. Persons eligible for election shall be those candidates on the slate presented by the Nominating Committee and the candidates who have been nominated from the floor in the manner provided for above.
The candidates receiving the highest number of votes shall be elected to hold office until the second Annual Conference following their election.
SOURCE OF FUNDS
5.1 Source of Funds – The primary source of funds for the CCACA shall be from Member Churches, most of whom are qualified donees pursuant to the provisions of the Income Tax Act. The amount of funds transferred from a Member Church shall not cause it to be in breach of its disbursement quota obligations pursuant to the Income Tax Act. It is recommended that a Member Church transfer an amount equal to 3% of such Member Church’s general funds income.
BOOKS AND RECORDS
6.1 Books and Records – The Executive Committee shall see that all necessary books and records of the CCACA required by its Constitution or by an applicable regulations or statutes are regularly and properly kept.
All records pertaining to the programs and activities of CCACA are the property of the CCACA. All financial records shall be audited annually or, on order of the Executive Committee, at more frequent intervals. In the event of the death or resignation of an incumbent officer or upon the election or appointment of a successor, the current records of CCACA in the possession of such officer shall be returned to the Secretary of the Executive Committee. All records shall be kept in a secure repository designated by the Executive Committee, save and expect current records, which the officer in possession of same shall ensure are protected and preserved.
7.1 Dissolution or Wind-up – Upon the dissolution or windup of the CCACA and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to registered charities under the Income Tax Act (Canada).
7.2 No gain for Members – The CCACA shall be carried or without the purpose of gain for its members and any profits or other assets of the organization shall be used solely to promote its objectives.
7.3 Amendment – This Constitution may be amended by a two-thirds majority vote of the delegates at a duly constituted Annual Conference provided such amendment is ratified by the C&MA in Canada. There shall be no change in the objectives of CCACA without first obtaining confirmation from Canada Revenue Agency that the objectives of CCACA continue to be exclusively charitable after such amendments.
7.4 Interpreted Versions – The English version of this Constitution as approved by the C&MA in Canada and any amended version hereof and not any version which has been translated into any other language shall be the official and binding version of the Constitution
This Constitution dated effective the 31st day of December, 2009.
Amended by CCACA Executive and approved by Board of Directors, April 2011
Amended by the CCACA Executive and approved by Board of Directors, April 2013
Amended by the CCACA Executive on July, 2015 and approved by Board of Directors