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From the By-Laws Committee May 6, 2010

Dear Brothers and Sisters at Grace:

Last year church council was made aware of the fact that the only legal and binding sets

of by-laws for our church were the original documents from March 1966. Our

congregation had reviewed and approved by-laws at a congregational meeting on

November 22, 2000, but the problem was we could not find a signed and sealed copy of

these November 2000 by-laws. After conducting a search and making a number of phone

calls to various members it was decided that we would have to start all over with this

process.

Council put together an ad-hoc committee consisting of: Hank Vandezande, Kathy

Whittington, Dave Noordhoff and Henry Taekema –Council rep. The ad-hoc committee’s

purpose is to assemble an up-to-date by-laws and articles of incorporation for Grace

CRC. These documents would form a complete package that meets with all the legal

requirements for incorporation. These documents will be designed to have a life of more

than 5 years. The committee met as a group on several occasions and consulted with the

church’s lawyer, Mr. Spisani.

The present committee conducted a parallel review of the template or model for Canadian

by-laws from the CRC Head office (CRCNA) website and the November 2000 by-laws.

It was discovered that the November 2000 bylaws and what was suggested by the

CRCNA were very much the same. To that end, we tweaked the November 2000 by-laws

and added a couple of other items:

1) A borrowing by-law

2) A marriage by-law.

recommended, by Council, for approval of the members of the congregation at our May

19, 2010 Congregational meeting.

For your information, below is a brief explanation of the up-dated church by-laws:

By-Law #2:

For the most part, this is the same by-law that has been previously approved by the

church membership on November 22, 2000. When you look at the copy you will see

some text in red print. The red print is there to indicate what changes have been made to

the November 2000 by-law.

This is a borrowing by-law. This is a new by-law. The original March 1966 version of the

by-laws had a borrowing by-law included. The November 2000 version did not. Having

this by-law allows council to borrow money or appoint person(s) who can borrow money

on behalf of the corporation –church. Without this by-law we would not be able to

acquire a mortgage for example.

This is the Marriage by-Law (Same-sex Marriage By-Law). A while back Council

deemed it wise to include this item in the by-laws as recommended by the CRCNA. Rev.

Adema of the Canadian CRC office provided a “template” for this by-law. This by-law is

written using this template.

You may ask why we started at By-Law #2 instead of By-Law #1. You will read at the

very beginning of By-Law #2 there is a reference to By-Law #1. This refers everything to

the original By-Law #1 as recommended by our lawyer. These by-laws will replace the

original By-Law #1.

Please note: If you would like a complete set of these by-laws you will be able to find

printed copies left on the table in the Narthex or by looking at the Grace CRC Website at:

www.chathamgrace.com

Submitted by: Henry Taekema

The By-laws Review Committee.

Hank Vandezande, Dave Noordhoff, Kathy Whittington and Henry Taekema

Believing that all things should be done decently and in order, we hereby adopt the

following By-Law for the regulation, management and governance of this corporation.

Whereas Grace Christian Reformed Church wishes and deems it expedient to replace its

PART I - DEFINITIONS, FUNDAMENTAL TERMS AND INTERPRETATIONS

1.01 In this By-Law and all other By-Laws and Resolutions of the Church unless the

context otherwise requires, the following definitions shall apply:

any statute enacted in substitution thereof, and in the case of such substitution, any

references in the By-Law of the Corporation to provisions of the Act shall be read as

references to the substituted provisions thereof in the new statute or statutes;

b) "Auditor” as defined in Part XIV Article 34;

c) "By-Law" or By-Laws" means any By-Law of the Corporation from time to time in force

and effect, including the General Operating By-Law;

d) "Church Order" means the Church Order of The Christian Reformed Church in North

America, being the original Church Order of Dordt 1618-19, as revised by The Christian

Reformed Synod of 1914 and 1965 and as may be further amended by Synod from time

to time;

e) "Church" means the legal entity incorporated as a Corporation under the Act by Letters

Patent dated the First day of October, 1965, and named Grace Christian Reformed

Church of Chatham;

f) "Classis" means Classis Chatham of the Christian Reformed Church;

g) "Constitution" means the letters patent (including the Objects and Fundamental

Principles), the General Operating By-Law and all other By-Laws;

h) "Committee" means a Committee of the Church as established in accordance with this

General Operating By-Law;

i) "Committee Member" means a Member of a Committee of the Church;

k) "Corporation" means the Church as defined herein;

Minister(s) (if there be such) the Elders and the Deacons all of whom are individually

deemed to be Directors pursuant to the Act and collectively deemed to be the Board of

Directors pursuant to the Act;

n) "Denomination" means the Christian Reformed Church in North America (The Christian

Reformed Church);

o) "Executive Committee" as defined in Part X Article 23;

p) "Fundamental Principles" means the Fundamental Principles of the Church doctrine and

government as set out in (1), (2), and (3) of Article II of the Letters Patent of this Church;

q) "Letters Patent" means the Letters Patent incorporating the Church, as from time to time a

amended or supplemented by Supplementary Letters Patent"

r) "Local church" means that congregation of the Denomination known as Grace Christian

Reformed Church currently meeting at 255 Tweedsmuir Avenue West, in the City of

Chatham, in the Municipality of Chatham-Kent, in the Province of Ontario, and

consisting of confessing members and baptized members;

s) "General Operating By-Law" means this By-Law, any amendments thereto, and any other

By-Laws of the Church intended to amend or replace the General Operating By-Law

herein;

t) "Member" means a confessing member of the Local Church who has made a Public

Profession of Faith;

u) "Members" or "Membership" means the collective confessing Membership of the

Church;

v) "Meeting of members" or "Membership Meetings" means any annual or special Meeting

of Members;

x) "Object" means the charitable objects of the Corporation as contained in the Letters

Patent

y) "Principles of Natural Justice" means and include the right to know the charges made

against one's person, the right to a hearing, and the right to present a defense;

z) "Resolution" means a Motion passed by either the Council, or Members by a simple

majority vote of fifty percent (50%) plus one (1) of those voting, unless the Act of this

By-Law otherwise requires;

aa) "Standing Committee" as defined in Part XI;

ab) "Synod" means Synod of the Christian Reformed Church in North America; and

all other ecclesiastical terms or those having ecclesiastical connotation shall, where the

context so permits, be interpreted and defined in accordance with the Church Order and

Practice of the Christian Reformed Church.

2.01 Objects and Fundamental principles - This General Operating By-Law and any

other ByLaws of the Corporation shall be strictly interpreted at all times in accordance

with and subject to the Objects and Fundamental principles contained in the Letters

Patent of the Corporation, which for purposes of this General Operating By-Law are

incorporated by reference and made a part hereof. If any of the provisions contained in

this General Operating By-Law are inconsistent with those contained in the Letters Patent

or the Act, the provisions contained in the Letter Patent or the Act, as the case may be,

shall prevail.

2.02 Interpretation - In this General Operating By-Law and all other By-Laws and

Resolutions of the Church, unless the context otherwise requires, the following

interpretations shall apply

a) words importing the singular number include the plural and vice versa;

b) words importing or referring to Person or Persons shall include individual persons

only and shall specifically exclude corporations, partnerships, trusts and

unincorporated organizations;

2.03 Headings - Headings used in this General Operating By-Law are for convenience

of reference only and shall not affect the construction or interpretation thereof.

PART II - PROPERTY AND DIVISION

3.01 Property held in Trust - The Corporation shall hold all real and personal property

exclusively upon the trusts described in the Objects and in furtherance of the

Church.

3.02 Disposition of Property on Disbanding - In the event of the disbanding of this

Church, with the approval of Classis, and dissolution of this Corporation, its remaining

assets, if any, after the payments of its debts and expenses, shall be distributed to, and

only to, one or more charities in Canada that are registered with Revenue Canada for the

purpose of the Income Tax Act of Canada and have Objects similar to this Corporation,

in the manner proposed by the Council, upon the advice of Classis, and approved by the

affirmative vote of a majority of Members of the Church.

3.03 Distribution of Property on a Division - In the event of consensual division of this

Church by vote of its Members and with the consent of Classis into two or more Christian

Reformed Churches, all real and personal property of this Corporation shall be distributed

between the two or more Christian Reformed Churches as agreed to by the Members,

subject to the review of the said distribution by Classis (or Synod on appeal).

3.04 Disposition of Property on a Schism - In the event that the Classis (or Synod on

appeal) determines that an irreconcilable division (schism) has occurred within this

Church, the Members of this Church who, according to the exclusive determination of

Classis (or Synod on appeal), remain true to the Objects, the principles of Doctrine and

shall be the lawful congregation of this Church and shall constitute the sole Membership

of this Corporation which shall have the exclusive night to hold and enjoy the real and

personal property of this Church. Nothing in this Article 3, however, shall prevent the

Classis (or Synod on appeal) from determining, in keeping with the scriptural injunction

of I Corinthians 6, that more than one group of Members of this Church are each a lawful

congregation and from dividing the real and personal property among this Church and

such other lawful congregation(s) having the same or similar objects and arising from this

Church in such proportion as Classis (or Synod on appeal) may determine.

PART III - MEMBERSHIP

4.01 The first Directors of the Corporation shall be the initial members of the

Corporation. Thereafter, Membership in the Corporation shall consist of those persons

who:

a) have made Public Profession of Faith in accordance with the practice of the Local

Church and the Denomination;

b) have been entered on the rolls of the Local Church as Baptized or Confessing

members by resolution of Council;

5.01 Membership shall carry the following privileges, rights and duties;

a) the duty to subscribe to the Fundamental Principles of the Church;

b) the right to attend, speak and participate at all Meetings of Members;

c) the right to a single vote either in person or by absentee ballot at all Meetings for

Confessing Members aged 18 or over; and

d) the privilege to submit names to Council for consideration by Council in

preparing a slate of nominees for the election of Council members.

6.01 Full Membership with all its privileges is contingent on being a confessing

member;

a) Membership in the Corporation ceases when the person is no longer a confessing

member of the Local Church whether by reason of Church discipline or

otherwise;

b) Termination of Local Church membership by a decision of Council shall be made

in accordance with the provisions of the Church Order and the principles of

natural Justice.

6.02 Transfer - A member of the Local Church may request a transfer of membership

to another Congregation within the Denomination or may request that a statement of

membership be sent to another church outside the Denomination and upon such request

being granted by Council, Membership of such person in the Church shall cease.

6.03 Removal - A Member may request that his or her name be removed from the

confessing members list of the Local Church, and Council shall consider such request and

advise the person how to proceed or acquiesce in the request.

7.01 Annual Meeting - There shall be an annual Meeting of Member at such time and

place in Ontario as determined by Council. The purpose of the Annual Meeting of

Members will be to do the following:

a) receive necessary reports from the Officers, Committees, and the Council;

b) review the financial statements for the immediately preceding year; including the

Auditor's report therein, and approve the budget for the upcoming year;

c) appoint the auditors for the upcoming year; and

d) transact any other necessary business including the election of elders and deacons

if necessary.

7.02 Special Election Meetings - Special Election Meetings shall be held at such time

(at least once per year) and place as determined by Council to do the following:

a) elect Members as elders and deacons to the Council as required for the next year;

and

b) transact any other business.

7.03 Other Special Meetings - At the request of the Council or a Majority of Council,

or upon the request of the lesser of at least thirty five (35) Members or 10% of the total

Membership of the Local Church, other special Meetings of Members shall be called and

convened by the Council within thirty (30) days of the request.

7.04 Notice of Meetings - Notice of all Membership Meetings (annual and special)

shall be given to Members by notice orally from the pulpit, in the Church Bulletin or be

placed in the Members' church mailbox, at least two Sunday prior to the date of the

membership Meeting. The notice for all Membership Meetings shall include the date,

time, place and purpose of the meeting and shall contain sufficient information to permit

the Member to form a reasoned judgement on the decision to be taken. Notice of each

Meeting of Members should as much as possible remind the Member that the Member

has the right to vote by absentee ballot.

7.05 Waiver of Notice - A Member may waive notice of a Meeting of Members and

attendance of any such Person at a Meeting of Members shall constitute a waiver of

notice of the Meeting, except where such Person attends a meeting for the express

purposes of objecting to the transaction of any business on the grounds that the meeting is

not lawfully called.

7.06 Omission of Notice - The accidental omission to give notice to any Member of

any Meeting of Members or any irregularity in the notice of any such meeting or the nonreceipt

of any notice by any Member of the Corporation shall not invalidate any

Resolution passed or any process taken at any Meeting of Members, provided that no

member objects to such omission or irregularity. Objections must be in writing to the

Chairperson and be submitted prior to the approval of the minutes of the meeting in

question.

7.07 Quorum - A quorum for annual, special election or other special meetings of

members shall be constituted by the presence of 25% (as amended if and when required)

of the total voting membership of the church (save and except inactive members)

immediately prior to the time of the meeting in question. No business shall be transacted

at any meeting of members unless the requisite quorum is present at the time of

transaction of such business. Members who presented a valid absentee ballot for a

specific proposal will be considered present for quorum purposes, for that particular vote.

7.08 Chairperson - the Chairperson (or in his or her absence the Vice Chairperson or

other designate as appointed by Council) shall act as Chairperson of All Members

Meetings and shall only be entitled to vote in: (a) the event of a tie vote (in which the

Chairperson shall have the second or casting vote), or (b) in the event of a secret ballot.

7.09 Majority Vote - At all annual and special Meetings of Members, every question

except for the election of Elders and Deacons (see 8.07) shall be determined by

Resolution, being a simple majority vote of fifty percent (50%) plus one (1) of those

Members voting who are present or represented by absentee ballot, unless agreed on by

vote of the Membership (e.g. calling a minister) or otherwise provided for by the Act or

elsewhere in the General Operating By-Law.

7.10 Voting Procedure - Every question submitted to any Meeting of Members shall be

decided by voice vote or a show of hands, except where a secret ballot is provided for or

requested as stated below. In the case of an equality of votes, the Chairperson of the

Meeting shall either by a show of hands or by secret ballot, as applicable, have the

deciding vote (except as stated in 8.07). At any Meeting, unless a secret ballot is

provided, a declaration by the Chairperson that a motion has been carried or carried

unanimously or by a 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 Chairperson or upon request of any member and shall be taken in such a

manner as the Chairperson 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 secret ballot

may be withdrawn.

7.11 Voting Rights - Votes at Meetings of Members may be given either personally or

by absentee ballot.

7.12 Ballots - A single ballot may list nominees for more than one office. Each office

will be identified with its nominees, and the number to be elected clearly indicated. A

member may vote fewer than the required number.

7.13 Spoiled ballots - (A) In cases of "write-in" names or if more than the required

number of names are marked, the ballot shall be considered spoiled and will not be

counted for determining a majority.

(B) In the case of ballots with multiple offices, the portion of the ballot incorrectly

completed will be declared spoiled only for the office to which it applies. If the

remaining portion is properly completed, the votes for this office will be valid and the

ballot counted for majority purposes, for this office only.

PART IV - COUNCIL

8.01 Board of Directors - The administrative and temporal affairs of the Church shall

be the responsibility of the Council as determined by the Members at the Special Election

Meetings of Members each year. For purposes of this Act, the Council shall be deemed to

ten (10) to twenty (20) directors, one of whom must be the Minister of the Church,

hereafter referred to as the Council. The directors of the Corporation shall be elected and

shall retire in rotation and shall be elected to hold office for the specified term and to fill

the position of those directors whose term of office has expired as set out in this Bylaw.

The Minister for the time being duly appointed by the Corporation shall be a director of

the Corporation and shall remain a director of the Corporation during such time as the

8.02 First Directors - The applicants for incorporation herein shall be the first directors

of the Corporation whose terms of office shall continue until their successors are elected

in accordance with the provisions of this By-Law.

8.03 Minister as Director - The Minister is a member of Council and shall be deemed a

8.04 Election of Elders and Deacons - As often as may be required and in any event

not less than once yearly at such time as Council may determine, Council shall prepare

and present to members a slate of nominees of confessing members of tile Local Church

of election to the office of elder and the office of deacon by the Members to replace those

Council members (elders or deacons) whose term of office has expired or will expire

shortly after the Members Meeting. The nomination and election of elders and deacons

shall in all respects observe the provisions, formalities and requirements of the Church

Order.

8.05 Calling a Minister - A qualified person is called by Council to serve the Church as

Minister after a recommendation of Council to the Members has been approved by the

Members. The person accepting the call to serve the Church, upon being installed into the

office of Minister, is deemed to be an elder and member of Council and a Director.

Membership approval shall require a majority of 70% (or amended as required and

approved) of the votes of the Members present or represented by absentee ballots.

8.06 Agreement with Fundamental Principles - A person may be considered for

election to the Council if he or she fulfils all of the following qualifications:

a) the person must be a member in good standing,

b) the person must be at least the age of 18,

c) the person must meet the scriptural requirements for an elder or deacon in

accordance with the provisions of the Church Order; and

d) the person elected to office of elder or deacon shall signify in writing his or her

agreement with the Fundamental Principles of the Church as set out in the Form

8.07 In an election of Elders and Deacons, the nominees with the highest number of

votes will be declared elected (up to the number of vacancies). If two or more nominees

receive an equal number of votes for the final vacancy, the vacancy will be filled by

casting lots between those nominees with an equal number of votes.

8.08 At the discretion of Council, and with the approval of the Members, Article 8.07

(above) may be replaced entirely by casting lots in an approved manner, between all

nominees.

9.01 A person elected as elder or deacon shall hold office for a term of three years.

Other terms may be set by Council in special circumstances.

9.02 A specified number of elders and deacons shall be elected and shall retire each

year. Retiring elders and deacons shall be succeeded by others unless the circumstances

of the church make immediate eligibility for re-election advisable.

9.03 A Member may be re-elected to the office of elder and deacon for any number of

terms subject to the provision of 9.02

10.01 General Authority - The Council shall be responsible for the overall

administrative and temporal affairs of the Church and shall make or cause to be made for

the Church in its name any kind of contract which the Church may lawfully enter into,

save as hereinafter provided, and generally may exercise such other powers and do such

authorized subject to the following restrictions;

a) No purchase, sale or conveyance, mortgage, lease of any real estate belonging to

the Local Church; or the fixing of the salaries shall be made, unless the

affirmative vote of a majority of the Members of the Church shall be first

obtained at a meeting of such Members of the Corporation present and entitled to

vote, duly and specially called for that purpose by notice given as per Section

7.04.

b) No sale, mortgage, or conveyance shall be made of any gift, grant, or donation,

conveyance, device, or bequest which would be inconsistent with the express

terms of the plain intent of the grant, donation, gift, conveyance, device or

bequest.

10.02 Specific Authority - Council shall be authorized to carry out the duties and

responsibilities and have the authorities assigned to it by the Church Order and without

limiting the generality of the foregoing to:

a) exercise overall responsibility over the day to day administration and operations

of the Church and to oversee the expenditure of Church funds in general

accordance with the approved annual budget;

b) take such steps as are necessary to enable the Church to acquire, accept, solicit or

receive legacies, gifts, grants, settlements, bequests, endowments and donations of

any kind whatsoever for the purpose of furthering the Objects of the Church;

c) appoint such agents and engage such employees (with exception of the Minister(s)

which shall require Church Membership approval) as it deems necessary from

time to time and such persons shall have such authority and shall perform such

duties as shall be prescribed by Council at the time of such appointment;

d) generally exercise such power and to do such things as the Church is by its Letters

Patent, the Act, By-Laws or otherwise authorized to exercise and do by By-Law.

10.03 Remuneration of Employees - Subject to 10. 0 1 (a), the reasonable remuneration

for all employees and agents of the Church as determined appropriate by Council shall be

fixed by the Council by Resolution. Such Resolution shall have force and effect provided

that such remuneration does not exceed the last approved budget of the Church, otherwise

such Resolution shall require the approval of the Membership before coming into force

and effect.

10.05 Resignation - If for any reason and elder or deacon asks to be released from

office, then that member shall give thirty (30) days written notice, if possible, to the

Chairperson of Council who in turn shall call it to the attention of Council. A letter

requesting release from office shall set out the reasons for the departure as a member of

Council. Council has authority to approve or deny the release from office.

11. Vacancy on Council

11.01 The position of a member of Council shall be automatically vacated if any of the

following situations occur;

a) such member resigns his or her position on Council by delivering of written

resignation to the Chairperson of Council and Council accepts such resignation;

b) such member is removed or suspended from the office of elder or deacon as the

case may be in accordance with the provisions of the Church Order;

c) such member ceases to be a Member of the Church;

d) such member is found to be mentally incompetent or of unsound mind, on

medical advice; or

e) such member dies.

12.01 Regular Meetings - The Council may appoint a day or days in any month or

months for regular meetings at a place and hour to be named, provided that Council shall

meet regularly. A copy of any Resolution of Council fixing the place and time of regular

meetings of the Council shall be sent to each Director forthwith after being passed. No

other notice shall be required for any such regular meetings.

12.02 Special Meetings - Special meetings of Council may be called by the Chairperson

of Council upon giving of notice to Council Members by telephone and pulpit

announcement or other oral or written communication.

12.03 Notice of Meetings - All regular and special meetings of Council shall be held on

fourteen (14) days notice either addressed and mailed or delivered to each member of the

Council or published in the Church Bulletin on two consecutive Sunday mornings prior to

such meeting or at the call of the Chairperson of the Council upon 24 hour telephone

notice in the event of an emergency.

12.04 Waiver of Notice - A member of Council may waive notice of a meeting of

Council and attendance of any member at such meeting shall constitute a waiver of notice

of the meeting, except where such person attends a meeting for the express purpose of

objecting to the transaction of any business on the grounds that the meeting is not

lawfully called.

12.05 Omission of Notice - The accidental omission to give notice of any meeting of the

Council to, or any irregularity in the notice of any such meetings, or the non-receipt of

any notice by, any Member of Council shall not invalidate any motion passed, or any

proceeding taken at such meeting, provided that no member objects to such omission or

irregularity.

12.06 Quorum - A quorum for a meeting of Council shall be a majority of the members

of Council

12.07 Voting Rights - With the exception of the Chairperson, who shall only vote in the

event of an equality of votes, all members of Council shall each have one vote.

12.08 Minutes - The Council shall keep written minutes of each meeting. The Clerk

shall be responsible to maintain such minutes.

PART V - CONSISTORY

13.01 Definition - The Consistory consists of those confessing members elected to the

office of elder and the Minister(s) of the Church. The Consistory shall be responsible for

the overall spiritual ministry and welfare of the Church. The number of elders shall be

determined by Council.

13.02 Authority and Duties of Consistory - The authority and duties of Consistory shall

be consistent with the provisions of the Church Order and as may be requested by

Council.

13.03 Meetings of Consistory - The Consistory shall meet at such time and place as per

schedule adopted at the first meeting of Council after the election of elders and deacons,

or as may be determined by Consistory or deemed necessary by the Chairperson of the

Consistory.

13.04 The Chairperson and secretary of Consistory shall be elected by the elders.

PART VI - DIACONATE

14.01 Definition - The Diaconate consists of all those confessing members of the

Church elected to the office of deacon. The Diaconate shall be responsible for and

oversee the charitable ministries of the Church. The number of Deacons shall be

determined by Council

14.02 Authority and Duties of Diaconate - The authority and duties of the Diaconate

shall be consistent with the provisions of the Church Order and as may be requested by

Council.

14.03 Meetings of the Diaconate - The Deacons shall meet at such time and place as per

schedule adopted at the first meeting of the Council following the election of elders and

deacons or as determined by the Deacons or deemed necessary by the Chairperson of the

Deacons.

14.04 The Chairperson and secretary of the Diaconate shall be elected by the deacons.

PART VII - MINISTER

15.01 Minister - The Members may call one or more Persons, qualified and eligible for

call as Minister of the Word in the Christian Reformed Church, to serve the Local Church

as Minister.

15.02 Duties and Authority of Minister - The Authority and Duties of a Minister shall be

consistent with the provisions of the Church Order and this By-Law and as may be

determined by the Council.

15.03 Calling and Ordination/Installation of a Minister - The calling and

ordination/installation into the office of minister shall 'in all respects be carried out in

accordance with and in adherence to the provisions of the Church Order.

15.04 Minister's Remuneration - The remuneration of the Minister shall be determined

by Council and approved by the Members in accordance with section 10.01 (a) of this

By-Law.

15.05 Minister as Director - The Minister is deemed to be an elder of the Church, and

shall be a member of Council and a director.

15.06 Termination or Deposition of Minister - The Minister-Church relationship shall

not be terminated nor shall the minister be deposed from office, except in accordance

with the provisions of the Church Order and the principles of natural Justice.

PART VIII - OFFICERS

16.01 The Officers of the Church shall be:

a) Chairperson of Council (President);

b) Vice-Chairperson of Council (Vice-President;

c) Clerk;

d) Treasurer

17.01 The Chairperson - The duties of the Chairperson shall be as follows:

a) to call all meetings of the Council;

b) to preside at all such meetings as the Chairperson;

c) to prepare agenda for all meetings of the Council;

d) to vote only when a deciding vote is necessary at any meeting of Council;

e) to ensure that all directives and Resolutions of Council are carried into effect;

f) as President of the Corporation to call all Meetings of the Membership in

accordance with the procedures set out in the Church Order and this By-Law;

g) to preside at all Meetings of the Members as the President;

h) to prepare agenda for all Meetings of Members;

i) to vote at membership Meetings only when a deciding vote is necessary;

j) to carry out such other duties as are directed from time to time by the Council.

17.02 The Vice-Chairperson - The duties of the Vice-Chairperson of Council shall be as

follows:

a) in the event that the Chairperson of Council is not able to function in his or her

position then the Chairperson or President shall be replaced by the Vice-

Chairperson of Council who shall exercise all of the authority and comply with all

of the obligations of the Chairperson;

b) to carry out such duties as may from to time be determined by Council or the

Membership; and

c) in his or her absence, the duties of the Vice-Chairperson shall be performed by

such other Member of Council who is assigned the duties of the Vice-Chairperson

by Resolution of Council.

17.03 Clerk - The Duties of the Clerk shall be as follows:

a) to faithfully note and record all of the business of Council Meetings and of

Members Meetings and present the minutes of previous meetings when called

upon to do so;

b) to conduct all correspondence on behalf of the Church arising out of such

meetings;

c) to publish or cause to be published the time and place of all Members Meetings

with due notice;

d) to be the custodian of the seal of the Church which he or she shall deliver only

when authorized by Resolution of Council to do so and to such Person or Persons

as may be named in the said Resolution;

e) to be the custodian of all papers and documents of the Church;

f) to carry out such other duties as directed from time to time by Council or by the

Membership; and

g) in his or her absence, the duties of the Clerk shall be performed by such other

member who is temporarily acceptable to the Council upon a Resolution of the

Council.

17.04 Treasurer - The duties of the Treasurer shall be as follows;

a) to be responsible for the disbursing of monies on behalf of the Church;

c) to maintain payroll records;

d) to maintain accounts payable records;

e) to pay all accounts and authorized expenses by cheque whenever practical and

possible;

f) to invest funds belonging to the Church as directed by Council;

g) to deposit the monies received by the Church into the proper bank accounts

h) to keep account of all monies received by the Church and keep a full and accurate

account of all assets, liabilities, receipts and disbursements of the Church,

including the following:

i) recording the Church income and receipts;

ii) recording the Church fund disbursements;

iii) preparation of monthly bank reconciliations; and

iv) preparation of monthly bank statements

i) to keep an accurate record of all contributions made through envelopes to the

general, building and other funds of the Church as exist from time to time;

j) to ensure that no member of the Council, with the exception of the Minister,

receives any remuneration for services on Council from the Church unless such

monies are for purposes of reimbursing such person for legitimate expenses

incurred on behalf of the Church;

Directors where defined;

1) in his or her absence, the duties of the Treasurer shall be performed by such a

Member who is temporarily acceptable to the Council upon a Resolution of the

Council.

18.01 All Officers with the exception of the Treasurer shall be appointed by the Council

from among their members at the first meeting of Council following election of Council

members during each fiscal year.

18.02 The Treasurer shall be appointed by Council and the Treasurer may be, but need

not be, a member of Council.

19.01 All officers, other than the Treasurer, shall serve a one (1) year term of office.

19.02 An Officer may be reappointed to any number of terms during the period he or

she is a member of Council.

19.03 The Treasurer may be appointed for such term of office as determined by Council.

20.01 If for any reason any officer chooses to resign his or her position, a letter of

resignation together with an explanation shall be directed to the Council at least thirty

(30) days prior to the effective date of such resignation and the Council shall have the

power to accept such resignation on behalf of the Church.

21.01 The position of an Officer shall be automatically vacated if any of the following

situations occur:

a) such Officer resigns his or her office by delivery of a written resignation to the

Council,

b) the officer ceases to be a Member of the Church;

c) such officer is found to be mentally incompetent or of unsound mind on medical

advice;

d) such officer dies; or

e) such Officer is removed from Office by a two-thirds (2/3) majority vote of

Council.

21.02 If any vacancies should occur for any reason as set out 'in section 2 1. 01 of the

above, Council by Resolution, may by appointment, fill the vacancy during the remaining

term.

PART IX - PROTECTION AND INDEMNITY

22.01 Protection of Directors, Officers and Others - Except as otherwise provided in the

Act, no Director or officer of the Church 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 Church through insufficiency or deficiency of any title to any property

acquired by the Church or for or on behalf of the Church or for the insufficiency or

deficiency of any security in or upon which any of the monies of or belonging to the

Church shall be placed out or invested or for any loss or damage arising from the

bankruptcy, solvency or tortuous act of any Person including any Person with whom or

which any moneys, securities or effects shall be lodged or deposited or for any loss,

conversion, misapplication or misappropriation of or any damage resulting from any

dealings with any monies, securities or other assets belonging to the Church or for any

other dealings with moneys, securities or other assents belonging to the Church or for any

other loss, damage or misfortune whatever which may happen in the execution of the

duties of the Director or Officer's respective office or trust or in relation thereto unless the

same shall happen through such Person's wilful neglect or default. The Directors and

Officers of the Church shall not be under any duty or responsibility in respect of any

contract, act or transaction whether or not made, done or entered into in the name of or on

behalf of the Church, except as shall have been submitted to and authorized or approved

by Council.

22.02 Indemnity to Directors and Officers - Every Director, Officer or any Member or

person (with "Person" in this section to include corporations, partnerships, joint ventures,

sole proprietorships, unincorporated associations and other forms of business

organizations) who has undertaken or is about to undertake any liability on behalf of the

Church, its heirs and/or assigns, will respectively be indemnified and saved harmless out

of the funds of the Church from and against:

a) all costs, charges and expenses which such Director, Officer or any other Member

or Person sustains or incurs in or about any action, suit or proceeding which is brought,

commenced or prosecuted against him or her in respect of any act, deed, matter or

thing whatsoever, made, done or permitted by him or her, in or about the execution of

his or her office or in respect of any such liability, except such costs, charges or

expenses as are occasioned by their own wilful neglect or default; and

b) all other costs, charges and expenses which he or she sustains or incurs in or about

or in relation to the affairs thereof, except such costs, charges or expenses as are

occasioned by his or her own wilful neglect or default.

22.03 Indemnity to Others - The Church shall also indemnify any such Persons as

described above in such other circumstances as the Act or law permits or requires.

Nothing in this By-Law shall limit the right of any Person entitled to indemnity to choose

indemnity apart from the provision of this By-Law to the extent permitted by the Act or

law.

PART X - EXECUTIVE

23.01 Council may establish an executive committee comprised of such individuals and

such number as Council may from time to time determine. The executive committee shall

exercise such powers as are authorized by Council.

23.02 Regular Meetings of Executive - Subject to this By-Law and Resolution of

Council the executive committee may meet for the transaction of business, adjourn and

otherwise regulate its meetings as it sees fit. Meetings shall take place regularly at such

time and place as executive may determine in accordance with a schedule of meetings

determined by Council at its first meeting following the election of elders and deacons.

Each member of executive shall receive a written copy of the schedule of meetings.

23.03 Special Meetings - Special meetings of the executive committee may be called by

the Chairperson of the executive committee by telephone or pulpit announcement or other

oral or written communication.

23.04 Notice of Meetings - Regular meetings of the executive shall be publicly

announced prior to the meeting. Emergency meetings may be called upon 24 hours notice

at the call of the Chairperson.

23.05 Quorum - A quorum for the meeting of the executive committee shall be a

majority of the members of the executive.

23.06 The Chairperson of the executive committee shall be appointed by Council.

23.07 Voting Rights - With the exception of the Chairperson, who shall vote only in the

event of an equality of votes, all members of the executive shall have one vote.

23.08 An Executive member may be removed by the majority vote of Council.

23.09 Executive members shall receive no remuneration for serving as such but are

entitled to reasonable expenses incurred in the exercise of their duty.

PART XI - STANDING COMMITTEES

24.01 The Council by Resolution may establish such Standing Committees as it

determines necessary from time to time.

24.02 The number of members for each Standing Committee and the mandate of such

Standing Committee shall be determined by the Council from time to time.

24.03 Members on each Standing Committee shall serve without remuneration,

provided that a committee member may be paid reasonable expenses incurred by him or

her in the performance of his or her duties.

25.01 Council may appoint members to the Standing Committees in such number and

for such terms as Council, by Resolution, may determine.

26.01 The Chairperson of each standing Committee shall be appointed, from amongst

the membership of a particular Standing Committee either by the Council or by the

membership at the first meeting of the Standing Committee during each year. The

Chairperson may be but need not be a member of Council.

27.01 The specific duties of each Standing Committee shall be:

a) fulfill the mandate as approved by Council

b) to keep minutes of each meeting

c) prepare regular reports for the council

d) prepare an annual budget for presentation to Council

28.01 Standing Committees shall meet at such times as determined by the Chairperson

of the Committee, subject to the approval of the Council

28.02 The procedures to be adopted during meetings of each Standing Committee shall

be the same as those set out herein for Council with modifications as necessary.

28.03 Quorum - A quorum for the meetings of a Standing Committee shall be the

majority of the members of the Committee

28.04 Voting Rights - with the exception of the Chairperson who shall vote only in the

event of an equality of votes, all members of a Standing Committee shall have one vote.

29.01 Council may remove any member from any Standing Committee for any reason

upon a majority vote of Council and may fill such vacancy by appointment.

PART XII - SPECIAL COMMITTEES

30.01 Council may appoint such Special Committees as may be necessary, having such

power and authority as may be appropriate, whose members will hold office at the will of

Council. Council shall determine the duties of Special Committees.

30.02 The appointment of a Chairperson of such a Special Committee shall be

determined by Council unless specifically directed otherwise by the Members. Members

of such Special Committees shall serve without remuneration, provided that such

committee member may be paid reasonable expenses incurred by him or her in the

performance of his or her duties.

30.03 The number and time of meetings of such Special Committee shall be determined

by the Chairperson of such Special Committee subject to the approval of Council.

30.04 All Special Committees shall report to the Members through Council.

30.05 Council may remove any member from a Special Committee for any reason upon

Resolution and may fill the vacancy by appointment.

PART XIII - RULES AND REGULATIONS

3 1.01 The Council may adopt by Resolution such rules, regulations or guidelines not

inconsistent with this general operating By-Law or the Constitution relating to the

management and operation of the Church as Council deems expedient.

PART XIV - FINANCIAL MATTERS AND AUDITORS

32.01 Unless otherwise ordered by Council the fiscal year end of the Corporation shall

be the last day of December each year.

33.01 Council is responsible for the annual preparation of the following:

a) financial statements for the preceding year prepared in accordance with the

financial reporting standards of the Canadian Institute of Chartered Accountants for

Charitable and Non-Profit Organizations as may be in place from time to time; and

b) an annual budget for the upcoming year prepared in consultation with the

Chairperson of each Standing and Special Committee, and to include the budget and

expenditures of at least the previous year.

33.02 The financial statements and the annual budget shall be forwarded to the Council

for approval at least two weeks prior to the annual Meeting of Members and shall

thereafter be made available to the Members for review at least one week (including one

Sunday) prior to the annual Membership Meeting.

33.03 The financial statements and the annual budget shall be presented at the annual

Meeting of Members for approval of the Members by Resolution.

34.01 Subject to section 34.02 below, the Members shall at each annual Meeting of

Members appoint one or two of its Members as Auditors (save and except a Council

member or Officer of the Church) to hold office until the next annual Meeting of

Members to do the following:

a) report to the Members on the fairness of the financial statements presented by the

Council or the Finance Committee at the annual Meeting of Members.

b) audit the financial statements, accounts, general fund of the Church and other

general funds which may be in existence from time to time and to submit the

results of such audits to the Membership at the next annual Meeting of Members.

c) act as liaison between the Church and any professional accountant retained by the

Church and to ensure that the recommendations of such accountant are

implemented and

d) to carry out such other duties as are directed from time to time by Council or by

the Membership.

34.02 Upon a Resolution at an annual Meeting of Members the Members may, as an

alternative to the appointment of Auditors provided for in Section 33,01, appoint a

professional accountant to be the Auditor for the Church to hold office until the

next annual Meeting of Members and to fulfil the duties set out in Section 33.01

(a), (b), and (d) above. Such Auditor is entitled and shall be invited to attend any

Meeting of Members and to be heard such meeting on any part of the business

that concerns them as Auditors.

PART XV - GENERAL PROVISIONS

35.01 The seal, an impression thereof is stamped in the margin hereof or as changed by

Resolution of the Council from time to time, shall be the seal of the Church.

36.01 Documents - Contracts, documents or any instruments in writing that have been

approved by Council, requiring the signature of the Church shall be signed by any two

Officers, and all contracts, documents and instruments in writing so signed shall be

binding upon the Corporation without further authorization or formality. Council shall

have the power from time to time by Resolution to appoint any two of its members,

Officers or persons on behalf of the Corporation to specifically sign contracts,

documents, and instruments in writing. Council 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 as aforesaid by any Council member, Officers or Persons appointed.

37.01 The Head Office of the Corporation shall be in the City of Chatham, in the

Municipality of Chatham-Kent, in the Province of Ontario.

38.01 Council shall see that all necessary books and records of the Church required by

the By-Laws of the Church or by any applicable statute or law are regularly and properly

kept.

PART XVI - AMENDMENTS

39.01 The By-Laws of the Church not embodied in the Letters Patent may be replaced

or amended by By-Law and enacted by a majority vote of the Council voting at a meeting

seventy-five percent (75%) of the Members voting who are present or represented by

proxy at a Membership Meeting duly called for the purpose of considering the said By-

Law, provided that notice of such Members Meeting shall be given in the Church Bulletin

on two consecutive Sundays and/or placed in Members' mailboxes two weeks prior to

such Membership Meeting and provided further that the notice shall state the proposed

amendment and the purpose thereof.

ENACTED by the Board this ______ day of May, 2010.

___________________________

Bill Dieleman – President

___________________________

Henry Taekema – Secretary c/s

The foregoing by-law is hereby enacted by the directors of the Corporation as evidenced

by the respective signatures hereto of all of the directors of the Corporation.

DATED the _____ day of May, 2010.

_________________________ ______________________

Bill Dieleman Henry Taekema

_________________________ ______________________

William Koopmans Bill Folkerts

_________________________ ______________________

Patrick McNamara Ernie Nydam

_________________________ ______________________

Greg Nydam Ray Vandersluis

_________________________ ______________________

Ray Wolting Myrna Panjer

_________________________ ______________________

Glenna Middel Teresa Hoekstra

_________________________ _______________________

Dale Abbott Aaron Medenblik

_________________________

Bill Visser

_________________________

(Print Name)

Representative at the Meeting of the Members

BY-LAW NUMBER 3

A By-Law respecting the borrowing of money,

the issuing of securities and the securing of liabilities by

Grace Christian Reformed Church of Chatham

(herein called the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

1. Borrowing Powers - Without limiting the borrowing powers of the Corporation as

set forth in the Act, the board may, from time to time, on behalf of the Corporation, with

the authorization of the members:

a) borrow money on the credit of the Corporation;

b) issue, re-issue, sell or pledge debt obligations of the Corporation, whether secured

or unsecured;

c) subject to the Act, give a guarantee on behalf of the Corporation to secure

performance of an obligation of any person; and

d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any

property of the Corporation, owned or subsequently acquired, to secure any obligation of

the Corporation.

2. Delegation of Powers - Subject to the Act, the Letters of Patent and the By-Laws,

the board may, from time to time, delegate any or all of the powers hereinbefore

specified, to a director, a committee of directors or one or more officers of the

Corporation.

ENACTED by the board this _______ of May, 2010.

___________________________________________

President

___________________________________________

Secretary

cs

The foregoing by-law is hereby enacted by the directors of the Corporation as evidenced

by the respective signatures hereto of all of the directors of the Corporation in accordance

with the provisions of the Corporation Act.

DATED the _________ day of May, 2010.

_________________________ ______________________

Bill Dieleman Henry Taekema

_________________________ ______________________

William Koopmans Bill Folkerts

_________________________ ______________________

Patrick McNamara Ernie Nydam

_________________________ ______________________

Greg Nydam Ray Vandersluis

_________________________ ______________________

Ray Wolting Myrna Panjer

_________________________ ______________________

Glenna Middel Teresa Hoekstra

_________________________ _______________________

Dale Abbott Aaron Medenblik

_________________________

Bill Visser

_________________________

(Print Name)

Representative at the Meeting of the Members

In lieu of confirmation at a general meeting of the Corporation, the foregoing by-law is

hereby confirmed by members of the Corporation entitled to vote at a meeting of

members in accordance with the provisions of the Corporations Act (Ontario), this day

_______________ of May, 2010.

BEING a Special By-Law respecting

the performance of marriage ceremonies by

WHEREAS the Board of Directors of Grace Christian Reformed Church of

Chatham hereby deems it expedient that a Special By-Law should be passed for the

purposes hereinafter set forth.

NOW THEREFORE BE IT ENACTED and it is hereby enacted as a Special By-Law

of Grace Christian Reformed Church of Chatham (hereinafter called the “Corporation”)

as follows:

1. The Church recognizes marriage as an institution ordained by God. It is a lifelong

covenant relationship established by mutual vows between a man and a

woman united by God.

2. The Church limits the use of the church facilities to church-approved

programs and purposes that are consistent with the constitution.

3. The Church provides that all clergy under our employ and retired pastors

whose credentials we hold recognize marriage as an institution ordained by

God, a life-long covenant relationship between one man and one woman.

ENACTED by the Board this ______ day of May, 2010.

___________________________

Bill Dieleman – President

___________________________

Henry Taekema – Secretary c/s

The foregoing by-law is hereby enacted by the directors of the Corporation as evidenced

by the respective signatures hereto of all of the directors of the Corporation in accordance

with the provisions of the Corporation Act.

DATED the _________ day of May, 2010.

_________________________ ______________________

Bill Dieleman Henry Taekema

_________________________ ______________________

William Koopmans Bill Folkerts

_________________________ ______________________

Patrick McNamara Ernie Nydam

_________________________ ______________________

Greg Nydam Ray Vandersluis

_________________________ ______________________

Ray Wolting Myrna Panjer

_________________________ ______________________

Glenna Middel Teresa Hoekstra

_________________________ _______________________

Dale Abbott Aaron Medenblik

_________________________

Bill Visser

_________________________

(Print Name)

Representative at the Meeting of the Members

In lieu of confirmation at a general meeting of the Corporation, the foregoing by-law is

hereby confirmed by members of the Corporation entitled to vote at a meeting of

members in accordance with the provisions of the Corporations Act (Ontario), this day

_______________ of May, 2010.

The objects of the Corporation are as Follows

The Corporation is organized and operated exclusively for religious and charitable

objectives and purposes and shall be carried out by all lawful means, including but not

limited to the following:

1. Proclaiming the gospel of the Lord Jesus Christ through Grace Christian

Reformed Church, hereinafter referred to as The Local Church.

2. Promoting the principles and teachings of the Holy Bible as interpreted by the

Reformed creeds, namely the Belgic Confession, the Heidelberg Catechism, and

the Canons of Dordt, in The Local Church.

3. Fulfilling the scriptural mandate enunciated by Jesus Christ in Mark 16:15 to "Go

ye into all the world and preach the gospel to every creature" by actively

supporting and promoting Christian missions through The Local Church.

4. Training the members of the Local Church to be witnesses for the gospel and

providing for the financial support and security of ordained and unordained

personnel of the Church.

5. Receiving funds directly and/or through offerings in The Local Church for the

Support of the ecclesiastical and charitable activities, functions and programs of

The Local Church and/or for the purposes of supporting and making contributions

to religious and charitable educational organizations that are registered charities

under the Income Tax Act of Canada.

The members and directors of the corporation recognize and subscribe to the following as

the fundamental principles of church doctrine and government:

1. The Bible as the inspired and infallible word of God and the only rule for faith

and life; and

2. The formulas of Unity of the Christian Reformed Church in North America,

namely, Belgic Confession, the Heidelberg Catechism, and the Canons of Dordt

and any amendments or additions thereto as may hereafter be adopted by the

synod of the Christian Reformed Church

3. The eighty-six articles of the Church Order, adopted by the synod of the Christian

Reformed Church, and any revision thereof, are incorporated herein by reference

and shall regulate the ecclesiastical government, organization and operation of

The Local Church in its corporate expression and form.

The place within Ontario where the head office is to be situated is the City of Chatham, in

the Municipality of Chatham-Kent, in the Province of Ontario.

It is specifically provided that in the event of dissolution or winding up of the

Corporation all of its remaining assets after payments of liabilities shall be distributed to

one or more charities in Canada that are registered with Revenue Taxation Canada for the

purposes of the Income Tax of Canada and have objects similar to the one herein

The bylaws of the Corporation shall be those filed with the application for Letters Patent

until repealed, amended or added to

The Corporation is to carry on its operations without pecuniary gain to its members, and

any profits or other accretions to the Corporation are to he used in promoting its objects.

ENACTED by the Board this ______ day of May, 2010.

___________________________

Bill Dieleman – President

___________________________

Henry Taekema – Secretary c/s

The foregoing by-law is hereby enacted by the directors of the Corporation as evidenced

by the respective signatures hereto of all of the directors of the Corporation.

DATED the _____ day of May, 2010.

_________________________ ______________________

Bill Dieleman Henry Taekema

_________________________ ______________________

William Koopmans Bill Folkerts

_________________________ ______________________

Patrick McNamara Ernie Nydam

_________________________ ______________________

Greg Nydam Ray Vandersluis

_________________________ ______________________

Ray Wolting Myrna Panjer

_________________________ ______________________

Glenna Middel Teresa Hoekstra

_________________________ _______________________

Dale Abbott Aaron Medenblik

_________________________

Bill Visser

_________________________

(Print Name)

Representative at the Meeting of the Members

We, the undersigned, servants of the divine Word in the ______________

Christian Reformed Church in Classis _____________, by means of our

signatures declare truthfully and in good conscience

before the Lord

that we sincerely believe

that all the articles

and points of doctrine

set forth in the Belgic Confession,

the Heidelberg Catechism,

and the Canons of Dort fully agree with the Word of God.

We promise therefore

to teach these doctrines diligently,

to defend them faithfully,

and not to contradict them,

publicly or privately,

directly or indirectly,

in our preaching, teaching,

or writing.

We pledge moreover

not only to reject all errors

that conflict with these doctrines,

but also to refute them,

and to do everything we can

to keep the church free from them.

We promise further that if in the future

we come to have any difficulty with

these doctrines

or reach views differing from them,

we will not propose, defend, preach,

or teach such views,

either publicly or privately,

until we have first disclosed them

to the consistory, classis, or synod

for examination. We are prepared moreover

to submit to the judgment

of the consistory, classis, or synod,

realizing that the consequence

of refusal to do so

is suspension from office.

We promise in addition

that if, to maintain unity

and purity in doctrine,

the consistory, classis, or synod

considers it proper at any time_

on sufficient grounds of concern_

to require a fuller explanation

of our views

concerning any article

in the three confessions

mentioned above,

we are always willing and ready

to comply with such a request,

realizing here also that

the consequence of refusal to do so

is suspension from office.

Should we consider ourselves wronged,

however,

by the judgment of the consistory

or classis, we reserve for ourselves the right of appeal;

but until a decision is made

on such an appeal,

we will acquiesce in the determination

and judgment

already made.