In this article:
• Congregation membership list defined;
• Member contact information is missing for 70% of members;
• Court intervention required to legally give Notice of Meetings to members;
• Awaiting Court decision to call next AGM and Special Meeting.
Congregation’s Membership List
What is our church membership? This question is one that successive Congregational Councils and even the Church’s auditors have struggled with repeatedly in the past. Widely different numbers have been used for our list of members, ranging from a few hundred to several thousand.
All members of St. Peter’s congregation are honoured and valued by this Congregational Council, and as such, when we took office, we immediately turned to addressing the question of who are our members – who are those who have the right to vote to determine the future of our congregation?
It has taken extensive time and effort to unravel the variety of prior decisions on this issue, to examine the different approaches which had been used in the past to determine membership, and to understand how such widely differing answers were given to this central and important question – of who we are.
In the course of this effort, we reviewed past Synodic, executive and other opinions on the issue, requested further input from the Synod, and obtained legal advice and analysis. We found that the different conclusions on the numbers of members arose both from deficient record-keeping, as well as from the fact that several different yardsticks of membership had been used in the past.
According to our current Bylaws (Part I, Section 2), which came into effect in December, 2020, the membership of this congregation consists of those persons who:
a) Have been baptized in this congregation;
b) Having been previously baptized in the name of the Triune God, have been received by:
i. Transfer from another Lutheran congregation, or another congregation of a church in full communion with the ELCIC,
ii. Confirmation, or
iii. Affirmation of faith.
After clarifying the applicable standards of membership under our bylaws, the Congregational Council spent hundreds of hours scouring church records to ensure that all individuals who meet this definition in the by-laws and remained alive, were included on our membership roster.
We found two important things:
• The church has records for well over 3200 members who met these membership qualifications – far more than the most recent working list.
• The church has no contact information – no mailing addresses or email addresses – for well over 2000 of these members.
Our prior Constitution had a mechanism to remove individuals from the membership list for whom the church had no contact for an extended period of time, however, the Council has found no record of any membership terminations, other than by members passing from this life. With our new Constitution accepted in December 2020, the power to remove members was changed to a formal two-year process, using a Responsibility list. Although a Responsibility List was started, there is no written record that any member was removed using this method.
Legally, memberships cannot be terminated except in accordance with our bylaws and the provincial legislation, the Not-for-Profit-Corporations Act.
As a result, the congregation now finds itself in the position of having over 3200 members, but with no contact information for over 70%. We cannot call a meeting because we cannot give a Notice of Meeting to all our members as required by our bylaws and provincial legislation – under which every member must be given written notice of meetings by mail or email. Unfortunately, the current bylaws do not make an exception for those on our membership roster for whom we have no contact information.
Based on legal advice, the Council has retained a specialized litigation lawyer who has prepared and filed an application in the Ontario Superior Court of Justice under Section 196 [4] of the Not-for-Profit-Corporations Act requesting relief from the court concerning the manner of giving notice to members — a specific remedy offered by the Act for corporations facing this very problem.
At the same time, the application requests the court to modify the 10% of membership quorum requirement to ensure that the next annual and special meeting of the members can validly proceed.
The procedural relief requested from the court is in the discretion of the judge hearing the matter. The Council believes that there are good and sufficient grounds for the court to intervene as requested, to facilitate St. Peter’s proceeding with its business and affairs in accordance with its bylaws and the governing law.
Annual General Meeting and a Special Meeting of the Members
Notice of our Annual General Meeting will be given in due course subject to the decision of the court on the application. At that time, all regular AGM matters will be dealt with including the sharing of our audited financial statements, introducing a new auditor for confirmation, discussing a new Advisory Committee and Audit Committee, and other matters. At the same time, the Congregational Council intends to call a special meeting of the members to amend our bylaws appropriately, so that we do not face this quandary going forward.
Please look for notification of the Annual General Meeting and Special Meeting on our website, our Facebook, in your email, or by notification sent to your mailing address.
We ask again, that all members of St. Peter's within the definition outlined above, please ensure that the church has your most recent contact information.
