Our Constitution

Article of Incoporation of 
the Fellowship of Evangelical Free Church of Australia
26th July 1998

 

  1. Membership
  2. General Meetings
  3. Officers and Committees
  4. Register and Minutes
  5. Finance
  6. Property
  7. Rules of Member Churches
  8. Dissolution
  9. Seal
  10. Insurance
  11. Amendments
  12. Annexure A : Rules of a Member Church

 

1. Membership

1.1 Membership in Fellowship of Evangelical Free Church of Australia Inc. (hereinafter referred to as "FEFCA") is available to such evangelical Christian churches of like faith and practice, which recognise FEFCA and adopt the principles of FEFCA. The acceptance of these churches shall be approved by FEFCA (hereinafter referred to as "Member Church").

1.2 Except for specific provisions made in these articles, each Member Church shall conduct its own affairs freely and independently.

Founding Members

  1. The founding members of the FEFCA shall not be entitled to vote, in their capacity as founding members of FEFCA, at any Annual General Meeting or other meeting of FEFCA. Nothing herein shall prevent them from voting if they are duly elected as Delegates of a Member Church or organisation.
  2. No founding member shall be entitled to resign as a founding member if such resignation shall reduce the total membership of FEFCA below five (5) in number.

2. General Meetings

2.1 Annual General Meetings

2.1.1 The Annual General Meeting of FEFCA is the body of highest authority and is supreme in all matters of FEFCA.

2.1.2 The decisions made by the Annual General Meeting, to the extent that they do not constitute a breach of the constitution of FEFCA or the laws of Australia, must be carried out as far as they are practical in all circumstances. Neither the Board nor any officer of FEFCA can change a decision made by the Annual General Meeting unless the Board or such officer has been delegated the authority to do so by the Annual General Meeting or a meeting at which a special resolution delegating such authority has been passed.

2.1.3 Each Member Church shall be represented by pastors and duly elected and certified full members of that Member Church (hereinafter referred to as "Delegates"), whose representation shall be stipulated below:-

  1. Pastors of churches or congregations which are Member Churches of FEFCA;
  2. Duly elected and certified Delegates from a Member Church or congregation of FEFCA, excluding Pastors, according to the following formula:-
    No. of delegates entitled to
    No. of members attend Annual General Meeting
    of Member Church and General Meetings
    20-50 One (1)
    51-100 Two (2)
    For each additional 100 Add one (1)
    Full members or part thereof
    Irrespective of the size of the Member Church, the maximum number of Delegates that a Member Church may have under this provision, excluding pastors, is ten (10).
  3. All Delegates must be in good standing in a Member Church and not subject to any disciplinary procedure of the church; and
  4. With the exception of Pastors, Delegates shall be elected for one (1) year, but shall be entitled to be re-elected for not more than four (4) subsequent consecutive years.

2.1.4 An Annual General Meeting of FEFCA must be held

  1. at least once in every calendar year;
  2. within six (6) months of the end of the financial year ending 30th June; and
  3. at a time and place determined by the Board.

2.1.5 A general meeting must be convened on the requisition of Delegates entitled to exercise at least fifty percent (50%) of the total voting rights in FEFCA. The general meeting must be held as soon as practicable, and not later than two (2) months after the date of the decision or deposit of the requisition.

2.1.6 Every notice convening a general meeting must be in writing and must specify the place, the day and the time of the meeting and the nature of business to be transacted.

2.1.7 The period of written notice required for the calling of a general meeting is -The above periods of notice are inclusive of the day upon which notice is served and public holiday(s) but exclusive of the day on which the meeting is to be held.

  1. twenty-eight (28) days for the Annual General Meeting and any other general meeting where no special resolution is to be proposed; and
  2. twenty-one (21) days for a general meeting where a special resolution is proposed.

2.1.8 The business of the Annual General Meeting is -

  1. to confirm the minutes of the last preceding Annual General Meeting and of any Special General Meeting held since the last preceding Annual General Meeting;
  2. to receive and consider the accounts, statements and reports prescribed by the Associations Incorporation Act, 1984 (Commonwealth);
  3. to elect the Directors of the Board for the coming year;
  4. to appoint the auditor where necessary, and
  5. to deal with any other business included in the notice of the meeting.

2.1.9 A copy of the accounts, statements and reports prescribed by the Associations Incorporation Act, 1984 (Commonwealth) to be presented at the Annual General Meeting must be provided to Member Churches and Delegates at least fourteen (14) days before the Annual General Meeting.

2.2 Proceeding At General Meetings

2.2.1 The presence in person of fifty percent (50%) of the Delegates, entitled under these rules to vote at a general meeting, constitutes a quorum for the transaction of the business of a general meeting.

2.2.2 If a quorum is not present within half (1/2) an hour after the appointed time for the commencement of the general meeting, then:-

  1. the meeting, if convened upon the requisition of Delegates, is to be dissolved; or
  2. in any other case, the meeting is to be adjourned to a date, time and place determined by the chairman the meeting;
  3. if at the adjourned meeting a quorum is not present and again within half (1/2) an hour after the appointed commencement time of the meeting, the total number of Delegates present at the time if not less than three(3) shall constitute a quorum.

2.3 Chairing of Meetings

2.3.1 The Chairman of the Board is to be the Chairman of each meeting of FEFCA and each meeting of the Board.

2.3.2 If the Chairman is absent from the meeting or unable to act, the Delegates present must elect one of their numbers to act as Chairman at the meeting.

2.4 Adjournment

2.4.1 Pursuant to article 2.2.2, the Chairman of a general meeting at which a quorum is not present may, with the consent of the meeting, adjourn the meeting to a specified time, date and place. No business shall be transacted at the adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

2.4.2 Where a general meeting is adjourned for fourteen (14) days or more, the secretary must give written notice to each Delegate by hand, fax or mail stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

2.5 Voting

2.5.1 At a general meeting a motion put to the vote of the meeting is to be decided on a show of hands unless before the motion is put a ballot is demanded by:-
(i) the Chairman; or
(ii) any two Delegates.

2.5.2 Every Delegate present in person has one vote on a show of hands. Every Delegate present in person has one vote on a ballot.

2.5.3 If there is an equality of vote, whether on a show of hands or on a ballot, the Chairman of the meeting is entitled to a casting vote.

2.5.4 If a ballot is not demanded, a declaration by the Chairman that resolution has been carried, or carried unanimously or by a particular majority, or lost, and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the resolution.

2.5.5 If a ballot is demanded it is to be taken in the manner determined by the Chairman.

2.5.6 The demand for a ballot may be withdrawn as the Chairman sees fit.

2.6 Special Resolutions

A special resolution must be passed in the following manner:-

  1. a written notice must be given to all Delegate by hand, fax or mail advising that a general meeting is to be held to consider a special resolution;
  2. the written notice must give details of the proposed special resolution and give at least twenty-one (21) days notice of the meeting;
  3. pursuant to article 2.2.2, a quorum must be present at the meeting; and
  4. at least three-quarter of those Delegates present must vote in favour of the resolution.

3. Officers and Committees

Officers shall be elected at each Annual General Meeting to form the Board of Directors for a term of one (1) year up to the next Annual General Meeting except for the position of Honorary Governor which shall be for a term of three (3) years. Management of FEFCA shall be vested in the Board of Directors for the term. The number of Directors shall not be less than five (5) and may be increased in number according to the needs of FEFCA. These officers shall fill the following positions and chair the following Committees (The number and nature of the Committees shall be decided according to the needs of FEFCA by the Board of Directors elected at each Annual General Meeting) :-

3.1 Positions:

1. Honorary Governor - responsible for superintending all spiritual works and heritage of FEFCA.

2. Chairman - responsible for calling and chairing of all general meetings as required by these Articles, appointment of any committees and their members as required, to attend meetings of committees as required, become signatory of documents and correspondence, and if invited, attend Board meetings of Member Churches.

3. Vice Chairman - assist the Chairman in discharging his duties, or in the absence of the Chairman, acts in his full capacity.

4. Secretary - responsible for taking minutes of all meetings, including Annual General Meetings, handling of correspondence and archives.

5. Financial Secretary - responsible for financial planning and accounting.

6. Treasurer - responsible for the management and control of all moneys, including the keeping of bank accounts.

3.2 Committees

1. Ministerial Standing -responsible for ordination of ministers, assessment and appointment of pastors, spiritual caring of pastoral staff and personnel management of Member Churches and ministries of FEFCA.

2. Evangelistic Activities - responsible for promotion of the gospel, to assist Member Churches in evangelistic activities and church planting.

3. Education - responsible for the planning and training of believers in Christian Education, to assist Member Churches in Sunday School works, establishment of general schools.

4. Christian Literature - responsible for promoting the gospel through Christian literature, including the publication and distribution of Christian literature and establishment of Christian literature outlets.

5. Benevolence - responsible for charitable and benevolence work.

6. Coordination of Member Churches - responsible for the communication between FEFCA and Member Churches, promotion of co-ordination and joint activities.

7. Missionary - responsible for planning and promotion of overseas missionary work.

8. Properties - responsible for keeping accurate records of all properties, mortgages and to assist Member Churches in locating and purchasing church properties.

3.3 Proceedings of the Board

3.3.1 Meetings of the Board are to be held as often as necessary to conduct properly the business of FEFCA and must in any case be held at least once every three (3) months.

3.3.2 Questions arising at any Board meeting are to be decided by a majority of vote of the Directors present.

3.3.3 In the case of an equality of votes, the Chairman may have a casting vote.

3.3.4 The Chairman or any two (2) Directors may, and the secretary must, if requested by the Chairman or any two (2) Directors at any time, call a meeting of the Board.

3.3.5 The quorum necessary for the transaction of business by the Board is fifty percent (50%) of the Board Directors.

3.3.6 Except in special circumstances determined by the Chairman, at least forty-eight (48) hours notice must be given to the Directors of all meetings of the Board.

3.3.7 The Board may function validly provided its number is not reduced below the quorum. Should the number of Board Directors fall below the quorum, the remaining Directors may act only to appoint new Directors from amongst the Delegates.

3.4 Board Delegation and Board Committees

3.4.1 The Board may, by resolution, delegate to a Director or committee of two or more Directors, the exercise of such of the Board's powers (other than this power of delegation) as are specified in the resolution. FEFCA or the Board may at any time revoke wholly or in part any such delegation.

3.4.2 A delegation under article 3.4.1 may be made subject to conditions or limitations as to the exercise of any of the powers delegated, or as to time or circumstances.

3.4.3 Notwithstanding a delegation under article 3.4, the Board may continue to exercise all or any of the powers delegated.

3.4.4 A committee may elect a chairman for its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for the holding of the meeting, then the committee members present may choose one of their numbers to be chairman of the meeting.

3.4.5 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting must be determined by a majority of vote of the committee members present and voting. In case of an equality of votes, the chairman may have casting vote.

3.3.6 Except in special circumstances determined by the Chairman, at least forty-eight (48) hours notice must be given to the Directors of all meetings of the Board.

3.3.7 The Board may function validly provided its number is not reduced below the quorum. Should the number of Board Directors fall below the quorum, the remaining Directors may act only to appoint new Directors from amongst the Delegates.

3.5 Minutes

The Board must keep minutes of meetings and in particular those:-

  1. of all appointments of officers and employees made by the Board;
  2. of the names of the Directors present at each meeting of the Board and of any committee of the Board; and
  3. of all resolutions and proceedings at all meetings of FEFCA and of Directors and of committee of Directors.

4. Register and Minutes

4.1 FEFCA must keep a register of Members Churches which contains:-

  1. the name and address of each Member Church; and
  2. the date on which each became a Member Church of FEFCA.

4.2 FEFCA must keep a register of the Board of Directors which contains:-

  1. the name and residential address of each Director; and
  2. the date on which each became a Director.4.3 The registers must be held in the custody and control of the secretary and be made available for inspection by any Delegate, free of charge, upon giving reasonable notice.4.4 FEFCA must ensure minutes of all meetings are entered in books kept for that purpose. Separate books must be created for keeping minutes of Board meetings and general meetings. These minutes must

5. Finance

5.1 FEFCA is incorporated as a non-profit organisation. It shall pay no dividends nor other monetary gain, directly or indirectly to its founding members, Member Churches, Directors or officers as such, nor shall any part of the net earnings of FEFCA generated be to the benefit of or be distributed to its founding members, Member Churches, Directors, officers, or other private persons, except that FEFCA shall be authorised and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the "Objectivities" and "Activities" set forth in 2 and 4 of the Memorandum.

5.2 FEFCA shall be financially supported by its Member Churches. The level of support shall be determined between Annual General Meetings by the Board of Directors to commensurate with the budgeted expenditure of that year.

6. Property

FEFCA may purchase, lease, or receive by gift or grant, title to such property as may be deemed necessary for the furtherance of the purposes of FEFCA and engage in any other activity related to the acquisition, ownership or disposition, whether by purchase, gift, devise, or sale of real property to be owned, sold, leased, mortgaged or otherwise dealt with.

7. Rules of Member Churches

Each Member Church shall adopt the Rules as detailed in Annexure A.

8. Dissolution

8.1 In the event that FEFCA is to be wound up or otherwise ended, the following provisions shall apply:-

  1. all outstanding debts and liabilities (including the expenses of winding up) are to be paid;
  2. any property subject to a trust, or claim by a government department or public authority, must be dealt with according to the trust or claim; and
  3. any approval that is required before distribution can take place must be obtained.

8.2 Once the above requirements are satisfied, any remaining surplus property may not be paid or given to any founding member and/or Member Church but may be given to The Evangelical Free Church of America.

8.3 In passing a special resolution to distribute surplus property. FEFCA must ensure that a recipient has:-

  1. objectives and purposes similar to those of FEFCA;
  2. a provision in its constitution which prohibits the distribution of income and property amongst its founding members and/or Member Churches to an extent at least as great as imposed by these rules; and
  3. such other features as may be required by any government department or public authority that has granted an exemption, concession or benefit to FEFCA.

9. Seal

The common seal of FEFCA must be kept in the custody of the secretary and may only be affixed to a document with the approval of the Board of Directors. The stamping of the common seal must be witnessed by the signatures of two (2) Directors.

10. Insurance

FEFCA must effect and maintain insurance as is required under the Associations Incorporation Act, 1984 (Commonwealth) together with any other insurance which may be required by law or regarded as necessary.

11. Amendments

11.1 Any Member Church or organisation other than a founding member may propose amendments to the Articles of FEFCA. Any proposal to amend the Articles of FEFCA must be:-

  1. in writing; and
  2. passed by a special resolution at a Special General Meeting convened for the purpose of passing such special resolution.

The Special General Meeting at which the proposed amendments is to be dealt with can only be held at least sixty (60) days after the date upon which the written proposal for amendments has been lodged with the Secretary and must have a quorum of not less than seventy five percent (75%) of Delegates entitled to attend such meeting.

Any Special Resolution passed at the Special General Meeting shall be enacted with immediate effect and the secretary shall forthwith attend to the filing of all requisite documents with the appropriate government departments.

 

 

12. Annexure A : Rules of a Member Church

Memorandum of Incorporation of the Fellowship of Evangelical Free Church of Australia Inc.
26th July 1998

 

  1. Name
  2. Objectives
  3. Doctrinal Statement
  4. Activities
  5. Safeguarding the Spiritual Heritage
  6. Liability of Member Churches and Founding Members

1. Name

This organisation shall be named "Fellowship of Evangelical Free Church of Australia Inc." (hereinafter referred to as "FEFCA").

2. Objectives

FEFCA shall be an association and fellowship of independent congregations of like faith (Member Churches) and its objectives shall be to glorify Jesus Christ, to spread the Gospel, to promote the truth, to edify the spiritual life of believers and to co-ordinate all Member Churches and/or organisations to carry out the biblical commissions.

3. Doctrinal Statement

3.1 We believe in one God, Creator and Lord of all things, infinitely perfect, eternally existing in three persons, Father, Son and Holy Spirit.

3.2 We believe in Jesus Christ, the incarnate Son of God, Who is true God and true man, conceived of the Holy Spirit and born of the virgin Mary; He died on the cross a sacrifice for our sins to deliver us from the penalities and power of sin; on the third day He arose bodily from the dead, ascended into heaven where, seated at the right hand of the Majesty on High, He now is our High Priest and Advocate, making intercession for His saints; He is the Head of His church; one day He will come again in person to establish His Kingdom and to judge the living and the dead.

3.3 We believe in the Holy Spirit, the Third Person of the Trinity, who descended at Pentecost, whose ministry is to glorify the Lord Jesus Christ, and during this age to convict men, to regenerate the believing sinner and to indwell, guide, instruct and empower the believer for victorious and godly living. He unites believers in Christ to become one body, the church.

3.4 We believe that man was created in the image of God but lost his spiritual life through disobedience to God; ever since our first parents sinned, men have become sinners under the wrath of God. Only those who sincerely repent of their sins and accept God's salvation, those who rely on the precious blood of Jesus Christ to cleanse their sins and who have been born again by the Holy Spirit, can enter the Kingdom of God.

3.5 We believe the Scriptures, both Old and New Testaments, to be the inspired Word of God, without error in the original writings, the complete revelation of His will for the salvation of men and the Divine and final authority for all Christian faith and life.

3.6 We believe in the bodily resurrection of the dead, of the believer to everlasting blessedness and joy with the Lord, of the unbeliever to judgment and everlasting conscious punishment.

3.7 We believe that the Devil is the evil spirit working in the hearts of the children of disobedience; he is the source of all evil and is doomed to eternal punishment.

4. Activities

4.1 FEFCA shall be involved in the following activities pursuant to the objectives in 2 of the Memorandum:-

4.2 Establishment of churches, edification of believers, enrichment of spiritual lives, co-ordination of all church congregations and promotion of mutual fellowship and harmony among churches.

4.3 Organisation of Christian and general education.

4.4 Ordination of ministers and sending of missionaries for the work of our Lord.

4.5 Organisation of charitable, medical and other works of benevolence.

4.6 Publication and distribution of Christian Literature.

4.7 Purchase, construction and possession of all assets of FEFCA, receipt of any real estate contributed to FEFCA.

5. Safeguarding the Spiritual Heritage

5.1 FEFCA shall be responsible for the safeguarding the Spiritual Heritage of all its Member Churches and shall have the authority to ultimately deregister a Member Church that is found to be engaged in activities that tend to lead away from the "Objectives" and the "Doctrinal Statements".

5.2 Appointment and Ordination of Pastors

5.2.1 The ordination of all ministers and pastors shall be nominated by Member Churches or the Committee on Ministerial Standing and shall be approved by the Committee on Ministerial Standing.

5.2.2 The appointment of all pastors of Member Churches shall be approved by the Committee on Ministerial Standing.

6. Liability of Member Churches and Founding Members

6.1 The liability of the Member Churches and founding members is limited.

6.2 Every Member Church or founding member undertakes to contribute to the assets of FEFCA in the event of the same being wound up during the time that the Member Church or founding member is a member or within one year afterwards for payment of the debts and liabilities of FEFCA contracted before the time at which the Member Church or founding member ceases to be a member, and of the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributions amongst themselves, such amount as may be required not exceeding the sum of ONE dollar ($1.00).