Friday, September 5, 2008

3rd Update - Healing & Reconcilation by HM

To: Calvary Church Board of Deacons
cc: Associate Pastors of the Church
The Auditors
Datuk K C Lim
From: Wong Hong Meng
Date: 21st May 2008

HEALING AND RECONCILATION

I was asked recently how I was feeling after the AGM and whether what happened at the AGM was what I expected. Well, I felt relieved and happy that Calvary Church was progressing towards greater transparency and accountability. There shall be greater compliance with financial reporting standards to the members. Our annual report containing the accounts therein would be more complete and hopefully more informative. Church governance would improve. This is good and necessary. It is the right thing to do; to be transparent and accountable, especially for a Church of Jesus Christ. However, I was deeply saddened that this was achieved at such a tremendous cost. We now have a divided church. The members and the congregation are now divided and there is disunity and disharmony. But this could easily have been avoided. There were at least three distinct opportunities to avoid disunity and disharmony.

The first opportunity was when my memo of 27th December 2007 to the Treasurer and the Auditors was discussed at the Board. The Board could have recognized the oversight in not giving the accounts of the extended ministries to the members. As I was told at the April 2007 meeting that these accounts were audited and presented to the Board, it would have been quite a simple matter to have them photocopied and attached to the main accounts and all would have been well. (I now know that was only a half-truth. Only half of the 10 extended ministries were audited. I am still puzzled as to why I was allowed by the three deacons and the secretary of the Missions Committee present at that meeting to go away believing a half-truth.) Instead, leaders from the Church were told at the 1st March 2008 meeting that the extended ministries were not accountable to the members. This came as a complete shock to some of the leaders.

The second opportunity was when Bro Lee Tuck Hing met with the Deacons before the AGM. I was given to understand that he advised that the accounts must be presented. The authority of our Auditor, a partner of PwC, could have been accepted and respected. Since there was not enough time to produce the accounts, the AGM could have been told that the Board acknowledged the shortcoming, as advised by the Auditor, and that this shortcoming would be made good as soon as possible after the AGM. I believe the members would have accepted this explanation and would have the patience to wait for the accounts. Instead, the members were told early in the discussion at the AGM that the reason why the accounts of the extended ministries were not given, was that they did not belong to the Church. If they did belong to the Church the accounts would be given. The Board chose to reject the advice of our Auditor. The position of non-accountability of the extended ministries was reinforced. More seriously it was reaffirmed that as far as the Board was concerned the extended ministries did not belong to the Church.

The third opportunity was when Bro Lee Tuck Hing told the AGM that his technical partner at PwC had advised that all the accounts must be presented and approved by the AGM. This advice again could have been accepted. It could have been announced at the AGM itself that based on this advice from an authority of authorities the mistake would be rectified as soon as possible. The members would have accepted the delay even at this late stage. Instead, a vote was called for hoping that the vote would negate not only my opinion and that of Bro Lee Tuck Hing but also that of the technical partner of PwC. This was not to be. Enough of the members were adequately fair-minded to realize that the accounts must be presented. They voted for transparency and accountability. This was the defining moment. The congregation was immediately divided - “For” and “Against”. It was this vote that divided the Church.

This whole episode was started by my two questions at the 2006 AGM. But questions do not cause division. It is the lack of answers that divides. Till now there remained unanswered questions. If the extended ministries did not belong to the Church then to whom did they belong? The assertion that they were intended to be separate cannot be accepted because it immediately begs the next question. What possible benefit could accrue to Calvary Church by having them separate and independent? Were there any tax benefits? Any improvements in operation? Any cost savings? If there was no benefit to Calvary Church then who can possibly benefit from this separation and independence?

Even after this divisive and irrelevant vote (please see below), this family of God that is Calvary Church could have been brought back into unity and harmony. The result of the vote could have been accepted with grace and everyone embraced in the arms of love and unity. Instead another vote was called for to humiliate those who dared attend the so-called illegal meetings (please see below). The wedge of division was driven deeper.

The week after the AGM saw further actions to exact retribution from those who had raised issues and dared question the authority of the Board, to marginalize them from the rest of the congregation. I was told that I had been “excused” from serving communion. No reason was given to me but subsequently I was told by other brothers who suffered the same fate that the Board decided to implement the policy that only leaders can serve communion. This proved only to be an “axe-of-convenience” as some who were not leaders were subsequently reinstated. On what basis I do not know. The disunity was further reinforced as these arbitrary actions became the fodder for gossip and speculation.

In all my discourse both written and verbal I had remained focused on the issues. I had not been personal at all. I spoke out against no one. I wanted the issues resolved. I had no personal axe to grind. But I was attacked personally at the AGM, in attempts to discredit and humiliate me. Some members refused to smile at me now when I greet them. I was even labelled as Judas Iscariot. The effect of disunity and division is felt personally. Jesus says “Blessed are those who hunger and thirst for righteousness, for they shall be filled” and “Blessed are those who are persecuted for righteousness’ sake, for theirs is the kingdom of heaven.” It was righteous to clamour for transparency and accountability. It was righteous to insist that the accounts presented for approval by the members be complete. It was righteous to seek for the return of ownership of the extended ministries to the Church. It was righteous to help other members understand what was going on with the extended ministries. Some may call me thick-skinned. But I do not mind being thick-skinned for the Lord. His grace is sufficient for me. I will continue to serve God and the people. I still come to Church appropriately dressed to serve at the altar. I will continue to pray with and for those at the altar. That is, until I am “excused” from doing so.

The discussion and discourse on the extended ministries had surfaced other issues of concern to the members. Insinuations, allegations, speculations, suspicions, and even false accusations became rife. The obstinate refusal to accept the advice of our Auditor and that of the technical partner of PwC to present the accounts in full only served to fuel the possibility that there was indeed something to hide. The allegations and accusations suddenly become more real, more plausible. I had always maintained that I did not in anyway suspect that there was anything wrong with the accounts. I just wanted ownership and accountability to be established. This expression of confidence from me would now not be so easily accepted by the others.

I urge the Board to bring healing and reconciliation to this hurting Church. Let’s rebuke and correct each other in love. Not out of hurt, bitterness, unforgiveness or revenge. We are family. We do not cast out family members who do not see eye to eye with us. We love them. We must do whatever is necessary to bring back into the fold even just one who is lost. It is apparent to all that Calvary Church is now a divided church. This cannot be pleasing to the Lord. The Holy Spirit is grieved. A process of healing and reconciliation must be initiated. The divide must not be allowed to deepen or the wound to turn necrotic.

Let’s act to bring about healing and reconciliation. From Nelson Mandela and South Africa we learned that healing and reconciliation can only come about based on truth. This great leader instead of taking revenge on his enemies chose to set up the Truth Commission. With the truth established comes closure. Restoration, healing and reconciliation would then follow. Therefore I urge the Board to consider setting up an Independent Committee on Church Governance (“ICCG”) or, if you like, a Truth Committee. This committee would be given wide powers of audit, investigation, enquiry and discovery to surface the truth of all the issues confronting the Church and its members. It would then discuss its findings with the Board for appropriate actions, if any, to be agreed upon. The Committee itself would not have the power to act. The findings and agreed actions would then be presented to the members of the Church for approval.

Just imagine, if the Committee can come up with a statement stating that all is well, that all the allegations and accusations are not true, unfounded, or without basis or false or misinterpreted, this would most certainly clear the deck. All the members would be satisfied and the Church can then move on in full confidence without any of these issues hanging in the back ground. The Committee must have credibility and the full confidence from both sides of the divide. As such the Committee must be independent of the Board, the pastors and the staff of the Church. Therefore I would suggest that Datuk KC Lim and another person recommended by him be appointed from one side of the divide. The Board will appoint two persons of their choice. The four appointees together will then appoint an independent chairman, making up a committee of five. All members of the Committee must be well versed and have adequate experience in organizational governance.

This Committee is necessary as other issues would now need to be resolved. For example, I was just informed from Datuk KC Lim’s enquiry that an annual allocation of RM200,000 or RM100,000 every six months had been made from the Missions Department to Calvary International Ministry (“CIM”) for the last few years. I remembered that CIM was set up with an initial contribution from the Missions Department as a gift to Senior Pastor on one of those celebratory occasions some years ago. This was to facilitate the fulfilment of his calling as an evangelist. The initial gift (I think it was only RM30,000) was informed to the Church but I am sure most members are not aware of the continuing very substantial annual allocations. There had been no indication or information in the annual report or any other report including the six-monthly missions report. Neither was this made known in the budget presented at each Faith Promise Sunday. In fact one of the members of the Missions Committee was adamant that the allocation from the Missions Department to CIM was far less than the RM200,000 per annum mentioned. Perhaps he too did not know. In my memo to the Church Treasurer of 27th December 2007 I mentioned that I recognised that CIM was not included as an extended ministry. It was a personal ministry of Senior Pastor. It does not belong to the Church. But I did ask the Board to look into its legal status vis-à-vis Calvary Church. Since such substantial amounts had been allocated to CIM with no accountability to the members of the Church this exercise has become more urgent. The question of potential conflict of interest as raised by Sis Liza Low at the AGM must be addressed. All the more so as Senior Pastor is the chairman of the Board of Deacons to which the Missions Committee is supposedly accountable to. All the questions I asked at my April 2007 meeting of the extended ministries must now be asked of CIM.

The AGM was given the impression that all missions giving were supervised by the Missions Committee and the Missions Committee was responsible to the Board. Is this really so? Did the Board approve each and every such contribution of RM100,000 every six months to CIM? Did the Board look at the accounts of this external ministry to ensure that financial accountability had been exercised by the owners of this ministry? This is a serious accountability issue. Did the Church Treasurer know what is going on in CIM? Are the accounts of CIM available to the Board? Being an independent external ministry, it would be receiving contributions and donations from other sources. Did any of the donors not realize that this ministry is not part of Calvary Church? Does CIM have any legal status in its own right? Or does it draw its legal existence from Calvary Church? In that case its bank account was probably set up using Calvary Church’s constitution. If so then the Board would have every right to have access to the bank statements and the accounts, if it chooses to do so. This ministry bears the name Calvary. It is very conceivable for a donor to make a cheque or bank draft payable to CIM and to think that he was making a donation to Calvary Church, perhaps even to the Calvary Convention Centre. This ambiguity must be sorted out. And only an independent committee can do this. The deacons and the pastors are interested parties and are not in the position to be objective and impartial. This does not imply, in anyway, that there is any wrong doing, intentional or otherwise. It could just be a case of lack of proper reporting and accountability. The independent committee would be able to provide the necessary information in an unbiased and factual manner. This is just one of the issues the truth of which must be established. I appeal to the Board to seek out the truth as the truth shall set all of us free.

Earlier in this memo I mentioned that the vote on the accounts of the extended ministries was irrelevant and that the “teh tarik” sessions were deemed illegal by the Board. I now submit my input on these two points.

I told a pastor recently that I was amazed that 232 people in the Church voted for the Church not to comply with the requirement of the law. He said that was not what he voted on. That was the trouble. People did not know what they voted on. They just stood up when told to do so. This pastor was under the impression that Bro Lee Tuck Hing had suggested a number of ways to deal with the problem and one of the ways was to maintain the status quo. I corrected him. Bro Lee, quoting his technical partner, said that the full accounts, including the auxiliary ministries and the outreaches must be presented for approval. But there were two ways this could be done; either on a consolidated basis or as separate sets of accounts; one for the Church, one for the Missions Department, etc. He recommended that we do it as separate sets because it would be less laborious and more meaningful. This we can vote on; whether to do it on a consolidated basis or through separate sets of accounts. But we cannot vote not to comply with the requirements of the law. You may well ask me what law. If this issue is before the court, the court would seek to establish if our accounts are in compliance with the standards and recommendations of the Malaysian Institute of Accountants. The advice of the technical partner of PwC cannot be ignored. Therefore even if the majority of the members voted for the status quo and for the accounts not to be presented, it only requires one single member to report this failing to the authorities. A majority of the members is not needed for a complaint to be filed. Just one single member will do. Please also note that the ACA does not now require a formal complaint to start an investigation. As long as they have adequate information of a wrong doing they can investigate. The wrong doing could be an abuse of powers, corruption, misappropriation of funds or a criminal breach of trust. Please do not allow this to happen. Even if no wrong doing is uncovered, the investigation would do untold damage to the Church and the Kingdom of God.

The Board had held that our “teh tarik” sessions were illegal meetings. The fact that we could have requisitioned for an EGM was quoted as the basis why the meeting must be held in Church. An EGM could be requisitioned by the members if we had wanted to make some decisions on behalf of the Church. Our meetings did no such thing. We made no decision on behalf of the Church. We passed no resolution. We merely discussed some issues so that we can participate in the AGM better informed. Would it be illegal for me to meet with a few friends from the Church to talk about what is going on in Church? As a result of what had happened and is happening I am sure many such meetings are going on now.

On the topic of illegality, the way the vote on the accounts was taken was probably illegal. Our constitution in Article VIII of the By-Laws states that:

All elections in the Church shall be conducted by secret ballots.
Every other business including appointments or questions arising at a General, Board of Deacons, departmental or committee meeting shall be decided by a show of hands or any other means agreed thereat.

The AGM did not approve or agree that the vote can be taken by the members standing up. The vote was therefore illegal and flawed. More importantly this could mean that the vote taken to approve the RM150 million for the CCC was also illegal and flawed. The same method was applied without the agreement of the meeting. The Board may wish to seek legal advice on whether Board members may be held personally liable, jointly and severally, if they had acted on a flawed decision, a decision not properly approved by the members at general meeting. Perhaps the Board may want to rectify this at the next available opportunity. In any case the Board would need further approval from the members as the total project cost would now exceed the RM150 million.

A word of caution on the RM35 million project financing loan from the little information I gleaned at the AGM. The Board saw it fit not to seek the approval of the members at general meeting; perhaps relying on the fact that the Constitution appears to be silent on this matter. I sincerely hope it is not out of fear that the members will not approve. If there is no event of default then the Board may not have to face the consequences of this unnecessarily bold move. If the loan is secured, an event of default will give the Bank the right to realize their collateral. If the collateral is immovable properties (which will then be in jeopardy of being force-sold), the approval of the members at general meeting would be required. Since the members had not approved for the immovable properties to be charged, the members can take out an injunction to block the transfer because the provision of our Constitution had not been complied with. The Bank may then seek redress from members of the Board, jointly and severally, because the Bank had relied on the representation of the Board in granting the loan. The members would probably refuse to reimburse your legal expenses as the transaction was never approved by them in the first place. If the trustees had signed charge documents over to the bank, again without the members’ approval, the trustees may be held liable for breach of trust. Please get your lawyers to look at all the legal implications on the Church, its members, the Trustees and the Board. It is always better to do things properly. Of course, if the loan is not secured on immovable properties this issue would not arise.


I fully appreciate the hard work and sacrifices made by each and everyone on the Board in serving the Lord, the congregation and the Church. It can be thankless, frustrating and not at all easy. But you have been called. You have been chosen. And you must remain faithful to this calling. And God shall provide you with the wisdom, knowledge and courage that you would need. The Board is called to governance. As Christians, especially Christian leaders, you are accountable to the Lord for your calling. I pray that you will do so as unto the Lord.

Please reply to me in writing within a reasonable time, say 14 days, on my request for the setting up of the ICCG or Truth Committee. If the Board agrees to do so I can help draft the terms of reference for the Committee. If the Board rejects my request please let me know why. If I do not hear from you with 14 days, I will assume my request for the setting up of the ICCG or Truth Committee has been rejected by the Board.

Thanking you once again.

Yours in Christ,
Signed:
Wong Hong Meng

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