7 Resolutions submitted for Tabling at the EGM (15.08.08)

SUBMISSIONS IN SUPPORT OF RESOLUTIONS TO BE TABLED AT EGM ON 15TH DAY OF AUGUST 2008

Dear Members of Calvary Church,

Preliminaries

1. These submissions are written in support of the (Proposers’) request that the Resolutions to be tabled and/or appeal against the decision of the Board of Deacons on 13.8.2008 in disallowing the Resolutions from being tabled at the EGM on 15.8.2008.

2. Appealing to the Members of Calvary Church that an inter-parte fair HEARING be given to the proposers and other members of the Church and NOT just an exparte hearing, hearing from only from the Board of Deacons.


Brief Facts

3. The Proposers are Voting Members of Calvary Church. They are believers who have been baptized by immersion in water and who have been received by the Board of Deacons and who are of sufficient maturity to assume their share of responsibility and who are of above 18 years of age. They are of good standing in the Church and are regular contributors to the church.

4. On 25.7.2008, the Board of Deacons has publicly announced and posted the Preliminary Notice and agenda for the EGM within the Church premises.

5. On 30.7.2008, the Proposers has submitted their respective RESOLUTIONS to the Secretary of the Board of Deacons be tabled on 15.8.2008 at the EGM in compliance to Rules IX

5(a) & (b) of Calvary Church Constitution.

6. On 13.8.2008, the Board of Deacons has disallowed all SEVEN RESOLUTIONS to be tabled on 15.8.2008 at the EGM.

7. Aggrieved by the decision of the Board of Deacons, on 14.8.2008, the Proposers had appealed to the Board of Deacons to allow the RESOLUTIONS to be tabled on 15.8.2008 at the EGM.

THE SEVEN RESOLUTIONS

8. Thus, these 7 resolutions MUST be tabled at the coming EGM. None of the 7 resolutions sought to remove our SP; the said resoluitions are as follows :-

i. Chairmanship of the EGM - though our Constitution provides that SP shall be the Chairman at all meetings, it was felt that, since the current church crisis evolved from SP's actions &/or inactions, another individual should be the Chairman for the EGM,

ii. Voting Process at the EGM - in view of the nature of the issues at hand, it was felt that all voting should be by ballot so that all members can vote without fear or favour,

iii. Return of Funds Back to Calvary Church (CC) - out of a total of RM 1.9 million which was moved, without the knowledge of the members, from CC &/or Calvary Missions Dept. (CMD) to SP's personal ministry, Calvary International Ministries (CIM), God has shown us that a sum of RM 1.4 million is still unused or disbursed as at end 2007; thus, this sum of RM 1.4 million ought to be returned to CC,

iv. Investigation on Alleged Discrepancy in Calvary Church Missions Funds (CCMF) - in view of the alleged discrepancy, the General Council of the Assemblies of God should be empowered by our BOD to conduct such an investigation,

v. Truth & Reconcilaition Committee (TRC) - the TRC will be empowered to conduct such investigations as are necessary to seek the Truth behind the current church crisis as only the Truth can set us free from this crisis & thereafter we need to reconcile so that CC can continue to do God's work in harmony,

vi. Constitution Review Committee (CRC) - it is felt that the current church crisis is due to a flawed church Constitution which was put in place in 1985 to replace the previous one, the CRC will be empowered to review & propose such changes &/or amendments as are necessary so that henceforth our Constitution can be fair & stand the test of time,

vii. Ratification of SP's Reappointment - though our Constitution does not provide for our SP's retirement age (as he was only 39 years old when this Constitution was put in place in 1985), the BOD had actually established a policy for our SP to retire upon attaining the age of 60 years & this was agreed & accepted by our SP sometime back. However, just before SP's 60th birthday, he had requested for & the BOD had reappointed him. Our church Constitution provides that such action by our BOD must be ratified by the members at a General Meeting, plus SP's reappointment must be ratified at a General Meeting by 2/3rd of the Voting Members present.


RULES GOVERNING RESOLUTIONS

9. Rule IX 5(a) of Calvary Church Constitution provides that no matter or resolution shall be brought forward at ANY General Meeting unless written submissions or submissions has or have been received by the Secretary of the Board of Deacons within 7 clear days after preliminary notice is given of such meeting or meetings.
§ Rule IX 5(a) of the Calvary Church Constitution

10. The underlying philosophy of Rule IX 5(a) is that Resolution shall be brought at ANY general meetings so long as the Resolutions have been received by the Secretary of the Board of Deacons within a time frame of 7 clear days after the preliminary notice.

11. Rule IX 5(b) of Calvary Church Constitution provides that subject to paragraph (5a), of this Rule, ANY matter or RESOLUTION, notice of which has been received, SHALL, if received in sufficient time before such meeting be included in the notice convening the meeting.
. Rule IX 5(b) of Calvary Church Constitution


CHRONOLOGY LEADING UP TO THE NEED FOR THESE RESOLUTIONS TO BE TABLED

12. Issues and questions that were left unanswered at the last Annual General Meeting of Calvary Church.

13. Exchange of E-mails and talks within members of the church on the following, interalia:-

i) that about RM1.9 million had been moved from Calvary Mission Department to Calvary International Ministries (CIM) a personal ministry of Senior Pastor during the period 8.9.2002 to 31.12.2007 without the knowledge of the church members and neither were the Board of Deacons able to explain and provide satisfactory reason(s) for such transfer at the reviews by the four (4) members on both 31.5.2008 and 21.6.2008.

ii) The discovery of a new entity Care Relief Development Agency (CARED) formed in 2006 under CIM with income and designated offerings from Calvary Church paid over to CARED.

iii) The discovery that designated offerings of a substantial sum from 2006 remain unpaid and total fund of RM1.4m in CIM as at end of 2007;

iv) The discovery that the victims of the Indonesia earthquake 2006 to date have not received the designated relief fund collected at church service and then transferred to Mission Department from CIM;

v) The inadequacy of check and balance within the provisions in Calvary Church Constitution and the very power full position of the Senior Pastor and the de facto all powerful Rule XIV of the Calvary Constitution;

vi) Subsequently, a petition to the Board of Deacon to disband CIM and restore ownership of all assets in CIM and the request of Senior Pastor to retire;

vii) Some members of Calvary church then decided on 23.7.2006 to call for a meeting at KBU on 26.7.2008;

viii) Consequently, the Board of Deacons called for an EGM to be held on 15.8.2008;

ix) Subsequently, the appointment solicitors and auditors by the Board of Deacons to provide a legal opinion on the above undisclosed transactions to the members between Mission Departments to CIM.


FACTORS TO BE CONSIDERED

14. The factors to be taken into consideration in determining whether the Seven Resolutions ought to be tabled are:-

(a) whether the submissions of the Resolution is bona fide;

(b) what is the ultimate purpose of the EGM?;

(c) whether the non-tabling of the Resolutions at the EGM is unconstitutional?

(d) whether the rejection of tabling of the Resolutions will unfairly prohibit the proposers from presenting their hearing to the entire Church?

(e) whether the restriction of tabling of the Resolutions shows that the Board of Deacon is acting rather high handedly?

(f) whether the restriction of tabling of the Resolutions will be viewed that the members are not given a fair hearing and the democracy to vote;

15. The Resolutions sought by the proposers stem from :


UNRESOLVED ISSUES AND DOUBTS, THE NEED FOR TRUTH AND TRANSPARENCY

i. Why is there a need to transfer fund from Mission Department to CIM? Were such transfer authorised ?;

a) If it were authorized by the Board of Deacons. Why were the four members of the team not given that answer on both 31.5.2008 and 21.6.2008?
The Board of Deacons were unable to explain and provide satisfactory reason(s) for such transfer of funds at both reviews. Such transfers of funds have never been disclosed to the Members of the Church over the years. This again clearly reveals that the Board of Deacons has breached its fiduciary duty to the members of the Church.
. Rule XIV (2) of the Calvary Church Constitution

b) What were the documentations to evince such transfer? Minutes of the Board of Deacons Meetings? Does each and every one of the Board of Deacons has a copy of the Minutes for their own reference and records? If not, could the authenticity of the Minutes of the Meetings be compromised?

c) Were the transfer in compliance with formalities? Were there certainty of Words/Intention, subject matter and objects?

d) Has the Board acted ultra vires in their position as custodian to the Church funds?
In view of the foregoing, there wwere a need by the Board of Deacons to appoint Solicitors and Auditors.

e) In view of the foregoing, there were a need by the Board of Deacons to appoint Solicitors and Auditors. Had the Board caused true accounts to be kept pursuant to Rule IV of Calvary Church Constitution, it is submitted that the church would not have to foot the bills for such unnecessary professional fees.

f) As the solicitors and auditors were appointed by the Board of Deacons, their findings and opinion were only be as good as the brief that they received from the Board of Deacons. Did the Board of Deacons give them a full and frank briefing and complete documentations for the purpose of their investigation.

g) Article IV (2) of the By-Laws of Calvary Church Constitution states that subject to any resolution passed at a meeting of the Board of Deacon, all cheques or withdrawal notices on the Church’s accounts shall be signed jointly by any two persons mentioned herein below provided always that:

i. below RM5,000 – any two persons from Group 1 and 3

ii. RM5,000 and above- any two persons from Group 1 and 2 provided always that both of them cannot be from the same group.

Group 1 a) Senior Pastor,
b) A nominee of the Senior Pastor approved by the Board of Deacons;
Group 2 a) Secretary of the Board of Deacons,
b) Treasurer,

c) One member from the Board of Deacons as may be approved by the Board of Deacons;

Group 3 a) Church Office & Operations Manager
b) Finance Administrator

As such, were the authorized cheque signatories of the transfer from Mission Department to CIM from Group 1 and 2? If not, has there been a violation of the rules or can we deemed the transactions void.

ii. The Legal status of Calvary Church is “that of a Trust Corporation as it is under the “big” umbrella” of the Registered Trustees of the Assemblies of God of Malaysia. What is the legal status of CIM, then? another Trust Corporation?
Section 17 (1) of the Trustee Incorporation Act of 1952, the Minister may by order revoke the certificate of incorporation if, inter-alia:-

(a) the incorporation was effected as a result of fraud or mistake or misrepresentation in any material particular;

(c) the body or association of person by whom the trustee constituting the body corporate are appointed is found to have pursued objectives or other than those for which it originally established;

(e) if the body corporate does any or omits to do any act the doing or omission of which is an offence under any law

It is again submitted that whether Mission Departments or CIM by keeping the designated funds to generate bank interest or has omitted to send the funds, deemed that the omission of that act is an offence under the either the Charity Act or the Penal Code.

iii. Why are designated offerings since 2006 not disbursed to the intended receipient? Why is there a need for a sum of RM1.4Million (which includes RM0.4 Million humanitarian funds ) be sitting in CIM’s bank account to earn bank interest? Does this not defeats our Mission Department objectives of doing mission works?

a) It is further submitted that this fund is generating bank interest in the accounts of CIM. It is a wrongful gain, inter alia, is necessarily gain by unlawful means which has been decided by the Supreme Court of Malaysia that such gain by unlawful means tantamount to Criminal Breach of Trust.
. Yap -vs- Public Prosecutor [SCM 1992]

b) Many other Humanitarian/Charitable Organisations were pleading for aids and reliefs for the victims of the Indonesia Earthquake disaster in May 2006, as such by all means this funds could have been channeled to these victims if there were no breach of trust.It was also reported by the Media at end of July 2006 that there were lack of fundings and/ or firm commitment from donors. Food supply and nutrition were urgently needed. There were shortage of clean water and medicine. The need to build temporary relief homes, clinic and schools.

c) Even if, for some reason(s), the trust were impossible to carry out, which I submit that it is not possible in this cause as in view of (b) above. Since the funds are clearly of charitable purpose. In these circumstances, doctrine of cy-pres is available vis-à-vis that the funds are used for new humanitarian purposes which are similar to the old purpose, yet this was not carried out.

iv. Prior to the incorporation of setting up of CIM there is already a Care Relief And Development (CARE),Why is there a need for CARED ? We hope that the committees and logistic personnel of Missions Departments who receives their salaries from Calvary Church were not used to manage and distribute aids and relief in time of distress under CARED or CIM?
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Conclusion

16. In the premises, the Proposers pray for the support of all members of Calvary Church for the said SEVEN RESOLUTIONS to be tabled at this EGM on 15.8.2008.

Dated this 15th day of August 2008.

Submitted in support of the PROPOSERS,

Lilian Siew Pul Mai