The Need for Constitution Amendments by HM

5th August 2008

To All Members of Calvary Church, Kuala Lumpur Only.

Dear Fellow Members of Calvary Church,

The Need for Constitutional Amendments

I shall not be with you at the forthcoming EGM on 15th August. The Lord had earlier assigned me some work in HCMC and I will be praying for you and the EGM from there. I am writing in support of the resolution for the setting up of a Constitution Review Committee (CRC). Most members of the Church would not have read the Church Constitution and even if they did they may not fully appreciate how the various rules and by-laws work.

The present Constitution was put in place in 1985. At that time I was only a young Christian, having been brought by the Holy Spirit to Calvary Church in 1981 and admitted as a voting member in 1983. Young though I might be, I was invited by Pastor Guneratnam and some deacons to comment on the Constitution. I told them the Constitution was not balanced. Checks and balances were inadequate. I told them I was not worried about Pastor Guneratnam but his successor. The Constitution could be used by a self-motivated senior pastor to perpetuate his position in the Church. The Constitution was tabled for approval by the members. It was approved. Why? Because most of us were not aware of the defects nor realise its implications and impact. I believe the Constitution could have contributed to the present crisis. If it did then it must be changed. Let me explain.

Whilst declaring that, “Full Powers of Administration of the Church are vested in a General Meeting of the Church members”, it is my contention that the Constitution actually concentrated power in the hands of the Senior Pastor and the Board of Deacons. Let’s start by looking at the provisions for the nomination and election of Deacons.


Nomination and Election of Deacons

Please refer to Figure 1 as you read, starting with the Nominating Committee at the 1 o’clock position. The Nominating Committee consists of at least six members appointed by the Board of Deacons. This committee sitting under the Chairmanship of the Senior Pastor nominates at least 2 candidates for each vacancy for deacons. The nominated candidates are then placed before the members for election at the AGM chaired by the Senior Pastor. The elected deacons together with those elected in previous year then form the Board of Deacons whose chairman is the Senior Pastor. Towards the end of the year the Board would then appoint members to form the next Nominating Committee. Members for the Nominating Committee are subject to the specific approval of the Senior Pastor. Each member of the Committee must be acceptable to the Senior Pastor even though nominated by the very Board of which he is chairman. This is a circular process and can be perpetuated as shown in Figure 1.

Therefore, although the members can have the satisfaction of actually electing the deacons at the AGM, the entire process can be stage-managed and controlled by the Senior Pastor if he so chooses. It may not have been taken advantage of, but the existing provisions do allow a Senior Pastor to control each and every step of the process.

This circular process would be prejudicial to the free and fair election of deacons. To remove the circularity of the process it is best that the Senior Pastor and the deacons not be involved in the nomination of candidates for the election of deacons. The CRC may wish to consider various alternatives including nomination from the floor with certain safeguards as to the spirituality and other eligibility criteria of the candidates.


Position of the Senior Pastor

According to the Constitution the Senior Pastor holds the following positions in the Church:

Chairman of general meetings of members.
Chief Executive of the Church.
Chairman of the Board of Trustees.
Chairman of the Board of Deacons.
Ex-officio member of all committees, sub-committees and departments of the Church.
Signatory to all bank accounts of the Church and its components.

The by-laws also provide that all departmental and committee meetings must be approved by the Senior Pastor. More seriously all resolutions, motions and decisions passed in any of these meetings must have the consent of the Senior Pastor to be valid. This means that decisions made by departments and committees can be rendered null and void if subsequently the Senior Pastor does not give his consent. This could be dampening on efficiencies and effectiveness.

This multiplicity of positions of the Senior Pastor needs to be rationalized. The CRC should consider reducing the workload of the Senior Pastor especially in the administrative area letting him focus on the spiritual. The position of “Chief Executive” is not appropriate and should not be used. The model for church leadership after our Lord Jesus Christ would be “servant” and “shepherd”. “Chief Executive” is from the world of business where profits and money are the main motivators.


Appointment of Elders

In the Constitution the Senior Pastor also appoints the Elders for the Church. The Elders are supposed to provide advice to the deacons in the exercise of their spiritual and practical superintendence of the Church. If appointed two of the Elders should be on the Nominating Committee. But alas Elders were never appointed. It is an indictment on us as members that after all these years none of us have matured adequately to provide the Senior Pastor the spiritual support that the Constitution says he would need. The absence of Elders can have a negative effect on the Church, its leadership and the congregation.

The CRC would need to look at ways for Elders to be appointed. The Constitution as it stands does specify some important roles for the Elders. Without them in place would make the church organization incomplete.




Power of the Board of Deacons

The very powerful position of the Senior Pastor is made all the more powerful through the extremely wide powers conferred by the Constitution on the Board of which he is chairman. Besides the usual power over Church administration and finance, the Board has the following special powers:

· The Board is the SOLE AUTHORITY for the interpretation of the Rules and By-Laws and decisions on any question of fact arising therefrom. The decision of the Board of Deacons is final and binding on all Church members.

· The Board has full power to decide on any question or matter arising not provided for in the Rules or By-Laws and their decision shall be final and binding on all Church members although such decisions are subject to ratification by the Voting members present at the next convenient General Meeting.

· Members are barred from appealing to courts of law pertaining to the interpretation of the above rule or on the administration of the Church.

· Any proposal to amend the Constitution can only be tabled at a general meeting with the approval of two-third of the Board of Deacons.

· The Board approves all admission into membership of the Church. More importantly the Board can by a two-third majority vote remove a member from the Membership Roll. There is no requirement for a hearing or the member given the right to defend himself. Only after being sacked can the member appeal to the Board for reconsideration.

· The Board has the power to lease-out or mortgage any immovable property of the Church as it deems expedient. Approval from the members is not required. This appears to be in contradiction to the requirement that the sale or disposal of any immovable property must be approved by the members at a general meeting.

The above powers are very wide indeed. It is sad to hear that the Board could have taken out legal opinion against the members. It had been said that legal opinion was sought on the controversial “vote” taken to approve the RM150 million for CCC some years ago and the RM35 million project financing loan mentioned at the last AGM. Apparently legal opinions were sought to avoid placing both these decisions before the members at a general meeting. Apparently the Board was satisfied that the Constitution gave them the powers to do what they deemed appropriate without reference to the members. Please check with the Deacons if this is true. Were legal opinions taken out on these two decisions? Why the reluctance to go before the members when the Constitution says that the members at a general meeting have full powers of administration over the Church? When a decision appears controversial or likely to be unacceptable to a large section of the membership, the Deacons as elected representatives should seek the will of the members instead of seeking advice from lawyers.

The powers of the Board must be moderated such that the rights of the members are not compromised. The CRC may wish to make clear in the amendments that certain decisions would be outside of the authority of the Deacons and must be decided by the members at general meetings.


Nomination and Election of Auditors

Although the Constitution requires the accounts to be audited, the effectiveness of this function is undermined by the way the auditors are nominated. This is evident from Figure 2.



The candidates for election as auditors are nominated by the Board of Deacons chaired by the Senior Pastor. Two candidates have to be put up for each vacancy. The members elect the auditors at the AGM chaired by the Senior Pastor to report back to the members at the next AGM.

The nomination of candidates for auditors by the Board and the Senior Pastor undermines the very bedrock of the audit function. It is a fundamental principle of audit that those to be audited cannot be the ones nominating or appointing the auditors. As such the auditors cannot be seen to be independent. However, the auditors had done a most professional job over the years.

Considering the size of the Church and the size of its balance sheet as well as its multi-million Ringgit annual cash-flow, the CRC may wish to consider appointing an external professional firm of licensed auditors for this very important function.


Board of Trustees

According to the Constitution the Senior Pastor also controls the Board of Trustees as depicted in Figure 3. They are appointed by the Board of Deacons and the Senior Pastor is the chairman of the Board of Trustees.



Unfortunately, most members do not know who the trustees are. They have never been introduced to the members at general meeting. This lack must be made good.


The present crisis

It is the multiplicity of roles and positions of the Senior Pastor and his apparent control over all activities and transactions in the Church that has given rise to the concerns regarding the transactions between Calvary International Ministries, a personal ministry of Pastor Guneratnam, and the Calvary Missions Department as shown in Figure 4. If the Constitution has adequate checks and balances these concerns would not have arisen.



Organization Structure and Chart

Below is the top layer of the Church organization as depicted in the chart attached to the Annual Reports. It is not consistent with the provisions in the Constitution but probably reflect the actual flow of authority as practiced in the Church. Besides our Lord Jesus Christ, members at a general meeting are the highest authority in the Church. In this chart the Senior Pastor is shown as the highest authority. The Constitution says, “Full Powers of Administration of the Church are vested in a General Meeting of the Church members” yet they do not even appear in the chart. The Board of Deacons appears to be an appendix by the side of the Senior Pastor. They are not part of the flow of authority down the line. This ignores the provision in the Constitution that the Senior Pastor is appointed by the Board of Deacons subject to the confirmation of members at a general meeting. And the auditors are floating in the air. Actually they are responsible to the members at a general meeting. The Trustees are shown as reporting to the Senior Pastor. Again they should be responsible to the members at a general meeting.


The CRC may wish to redraw the organization chart with the top layer of Calvary Church’s organization structure depicted as below. The members at a general meeting should be shown as the highest authority in the Church. The Senior Pastor should be reporting to the Board and not the other way around. The Constitution does say that the Senior Pastor “… shall carry out the decisions of the Board of Deacons…”



Clearly the Constitution must be amended. A constitution must stand the test of time. It must be relevant and applicable regardless of personalities. As it stands it is not at all conducive to good church governance; much too much power concentrated in the position of the Senior Pastor and the Board of Deacons. We must go back to the model of the early church in the Book of Acts. The Senior Pastor should devote himself to the spiritual leaving the practical and administrative to the Deacons. He should not “wait on tables”. Let the Deacons do that. As a congregational church the members at a general meeting must have oversight over the key decisions made for and on behalf of the Church.

Why had I not spoken out all these years? I must admit I was selfish and I was in denial. To point out what I saw as weaknesses in the Constitution and proposing changes could be misconstrued as being critical of the established leadership. My family and I enjoy excellent relationships with the pastors and the leaders. On my sideboard was a certificate of appreciation from the Church for 10 years service as a leader in the Calvary Men’s Ministries of which 6 years was as its chairman. I was hosting a Men’s Life Group in my house. I did not want to upset the apple cart. I did not want to incur the displeasure of my spiritual leaders. We were in a nice comfort zone. I was not willing to risk the respect and acceptance that I was enjoying. The tipping-point was my discovery that CalvaryLand and the other extended ministries were not under Church ownership. This could not be right. I felt strongly that the existing Constitution had contributed to the problem. It was not conducive to good church governance. I knew I could not keep quiet anymore. I knew I would be held accountable by Almighty God. I had to risk disrepute and persecution. I had to stand up and be counted. Would you?

The proposed resolution for the establishment of the Constitution Review Committee was submitted for tabling at this EGM in compliance with Rules IX.5.a and IX.5.b of the existing Constitution. It is hoped that the Board of Deacons would not block the placing of this resolution before the members through some arbitrary decisions. They must not allow themselves to be seen as protecting the status quo.


Yours in Christ,


Signed:

Wong Hong Meng