Amendment to Church Constitution

At the recent AGM of Calvary Church (CC), Deacon David Peter presented a motion to amend the Church Constitution to include “a new dispute resolution” clause. 

The proposed clause to be included in the Constitution will be known as Rule XVI and basically sets out the procedures on resolving disputes in the Church. The new rule will “make it mandatory for any unhappy member to abide by the stated procedures, instead of subjecting the Church to a very public court process.” 

Although David Peter proudly proclaimed at the AGM that the CC Constitution is the “most advanced Constitution among all the AOG churches in Malaysia”, nevertheless, he admits in the preamble in the motion that the Constitution currently does not have a satisfactory dispute resolution provision. So much for his proclamation of the church having the most advanced Constitution!

Or perhaps what he meant was that the CC Constitution is the most advanced in terms of concentrating total autocratic power in the Senior Pastor whilst paying lip-service to being a congregational church? 

Or maybe, the most advanced in making it impossible for members to initiate any change to improve transparency and accountability in the church and by the church leadership? 

It is certainly the most advanced in ensuring that the Senior Pastor cannot be removed by any means and the most advanced in denying the fundamentals rights of members to voice their opinions or to question the leadership.            

Click on the attachments at the end of the Article to read David’s letter and the motion.

However, by presenting the amendment to the Constitution, indirectly Senior Pastor Prince Guneratnam (PG) and the Board of Deacons are actually acknowledging that the TTG (Truth, Transparency and Governance) Group’s process in their attempt to resolve the ongoing church crisis was correct and scriptural.  

The entire process of negotiation, mediation and arbitration were proposed and attempted by the TTG on many occasions but all efforts failed due to the recalcitrance and defiance of PG. 

The proposed dispute resolution process and the TTG’s various attempts to resolve the conflict are set out below:-

Proposed CC Conflict Resolution Process	TTG’s Efforts to Resolve Conflict (6 Separate Attempts at different times identified as 1 to 6 below. These attempts are numbered in chronological order of time)
Negotiation:  Parties in conflict to write to each other and meet up to try to resolve the issue in conflict.	1. Members of the TTG individually and/or collectively wrote numerous letters and petitions to the Board of Deacons to review a number of issues in contention including the extended ministries and the severely-flawed constitution. They received either no replies or downright meaningless response to their letters and petitions. A number of the TTG members did individually and corporately meet up with the Deacons and Pastors at various times but nothing was accomplished. All the TTG’s negotiation efforts were simply disregarded and ignored by PG and the Board.
	5.  After failure of Steps 3 and 4 by NECF, PG’s lawyer, KK Wong, also tried for out-of-court settlement.  PG’s lawyer requested the Plaintiffs (7 TTG members) to submit a proposal for an out of court settlement to PG and the deacons.  The Plaintiffs complied.   After sitting on the Plaintiffs’s proposal for almost two months, they rejected the proposal without any willingness to negotiate at all. PG’s slap in the face for KK Wong’s effort probably was the reason why the lawyer withdrew from representing PG and the deacons..
Mediation:  If parties fail to resolve the issue through negotiation, then either party can initiate mediation.  Mediator will be appointed by either the General Superintendent or Assistant General Superintendent of the AOG Malaysia.	2.  TTG members agreed to the mediation attempt by a prominent ex-Calvarite and the AOG General Superintendent as co-chairmen. Two days before the pre-agreed scheduled meeting, PG chickened out and informed the co-chairmen that the date was “not convenient”.  The prominent ex-Calvarite gave up in disappointment especially since he had purposely rushed back from an overseas event for the meeting. (This ex-Calvarite who was an ordinary member was then subsequently demoted to an associate member by PG. He has now left CC and moved to another church) To Read CT post click “PG Chickens Out”
	3.  NECF picked up from step 2 and tried to restart the mediation process (after waiting many months in vain for AOG to step in).  The Plaintiffs agreed and supported NECF’s effort. PG did not respond to NECF’s attempts and the mediation failed.
	6.  Plaintiffs made one last attempt at out-of-court settlement and initiated a “court-assisted mediation” with a proposal to drop the entire Originating Summons with only one request which is that the Constitution be reviewed by an independent committee made up of the two sets of lawyers representing the Plaintiffs and PG PG and the Board of deacons, who had agreed to this court-assisted mediation initiative by the Plaintiffs, however, rejected this one simple request and preferred the matter to be tried in court. To Read CT post click “PG Chickens Out Again”
Arbitration:  If mediation fails then either party can initiate arbitration.  Each party to appoint an arbitrator.  The two appointed arbitrators will then appoint a third arbitrator.  If the two arbitrators cannot agree on the third arbitrator, then the GS or AGS of AOG shall appoint the third arbitrator.  Decision of arbitrators final and binding.	4.  After NECF’s mediation attempts (step 3) failed, Plaintiffs agreed that NECF initiate Christian arbitration.  Plaintiffs offered to withdraw the Originating Summons if the issues can be placed before an arbitration panel of Christian senior lawyers and/or ex-judges nominated by NECF acceptable to both parties. PG informed NECF that he was not agreeable to mediation or Christian arbitration.  NECF gave up. To Read CT post click “PG says No to Christian Arbitration”

After more than 2 years, the Constitution Review Committee has only managed to come out with this one proposed change in the Constitution. And this proposed change is not even addressing the core issues of the total lack of accountability and transparency and the abuse of power by PG and his Deacons, which were the primary causes of the crisis in Calvary Church.

The joke of it is that the proposed procedures in dispute settlement as highlighted above is something PG and his deacons do not subscribe to, anyway. 

The purpose appears to be more of an attempt to muzzle the unhappy members and disallow them to refer Church disputes to external parties rather than a genuine objective of wanting to resolve Church issues amicably.

Anyhow, the members at the AGM approved the adoption of the amendment to the Constitution and it is understood that the Church has submitted the same to the AOG Malaysia for their endorsement. 

It should be highlighted here that the approval and adoption of this Proposed Amendment to the Constitution may be invalidated, if challenged in Court due to the breach of the Rules and Procedures set out in the Constitution governing such motions. The breaches are:-

1.  Rule IX (6) (c) requires that such motion must bear the full name and address of the proposer and seconder and duly signed by them. 

If you look at the letter below from David Peter and the motion, there are no details and no signatures of the Proposer and Seconder. David Peter submitted the motion to the Board of Deacons but he did not specify if he was the Proposer or if he was merely submitting a motion he has received from someone else.

2.   Rule IX (6) (d) requires that the Secretary of the Board of Deacons distribute the   motion to all members at least 14 days before the AGM.

      This was not done. A copy of the motion was slotted into the Annual Report,     which was not mailed to the members but was required to be personally collected by the members prior to the AGM. Since not all members collected their Annual Report, many attended the AGM with no knowledge of the proposed motion. The onus is on the Secretary to prove the distribution of the motion to all members at least 14 days before the AGM.

The Proposed Amendment is also not well thought out. It does not spell out what the aggrieved member can do if the Church, Pastor or leader or the AOG General Superintendent or Assistant General Superintendent refuse to cooperate and abide by the rules, that is, if they refuse to negotiate, refuse to mediate or refuse to join the arbitration. It is also not stated what happens if they abide by the procedures but refuses to abide by the decision of the arbitrators. 

It is surprising that David Peter, as a lawyer, is unable to adequately advise his fellow Deacons on the above rules and draft a better crafted Amendment. 

As the Chairman of the Constitution Review Committee, he should make it a priority and a matter of urgency to look into the areas of check and balances that any good Constitution must have. 

He should look into provisions that will safeguard the interests of the members and prevent the unhealthy situation of a Senior Pastor having absolute power and control.  

He should study some of the other Churches’ Constitutions where the spirit of love, justice and respect for the members are embodied, where the need for accountability and transparency is recognized and accepted.

There is no hope for Calvary Church if things do not change. Times have changed, people have changed. The cry for greater transparency, accountability and good governance is getting louder by the day. This is evident in our country and everywhere else. It is indeed “Bersih” time for Calvary Church. If the Board of Deacons do not start the clean-up in God’s House now, God Himself will do it !!

To read click on the images to enlarge

David's letter

Page 1

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What Some Pastors Say...

“They should not have taken the case to court.

They have not exhausted all avenues!!!”

It has come to our attention that some AOG pastors are saying that the TTG is wrong in going to the Court as they have not exhausted all avenues available to them. The “available avenue” that these pastors said the TTG should have taken was to have requisitioned for an EGM and then put in the Resolutions for the members to vote on. As the TTG did not do this “necessary available” step, they felt that it was wrong for the TTG to go to court.

There could only be several reasons why these pastors said what they said. One reason could be that they have not read or chosen not to read this blog and therefore, are still totally ignorant of what has taken place in Calvary Church (CC) or all the actions which the TTG group has taken to resolve the issues amicably. Another reason could be that they are just mimicking the justification response of the AOG Executive Committee (Exco) members since it has now been highlighted that the CC Constitution DOES NOT comply with the AOG Constitution.

Calvary Church’s existence is derived from the Trustees (Incorporation) Ordinance 1952 under which the AOG Malaysia was set up. In other words, Calvary Church exists under the umbrella of the AOG Malaysia. Calvary Church is technically a sub-trustee of AOG Malaysia. Any offence of breach of trust within Calvary Church or by its leaders, if charged by the authorities, may have serious material impact on the continued existence of AOG itself.

Since it is now obvious that the CC constitution is not in compliance, besides been seriously flawed, to the requirements as spelt out in the AOG Constitution, the present Exco is in a fix on how to explain or justify why the CC Constitution was approved by their predecessors back then. However, due consideration must be given to the fact that the CC Constitution was approved by the then Exco when Pastor Prince Guneratnam (PG) was its General Superintendent (GS). With PG sitting in the Exco as the GS, who in the Exco then, would be courageous enough to question or not approve PG’s Church Constitution?

Coming back to these pastors, they feel that the TTG should have exhausted the “available” step before going to Court. Do they really understand or know what this “available” step is? Do they know exactly what the requirements are in order for the TTG to requisite for an EGM? We will try to explain the requirements in simple terms.

Firstly, we must understand that there are only two Meetings in which the Church Members can vote on Resolutions.

1. Annual General Meeting (AGM). This can only be called for by the Board of Deacons.

2. Extraordinary General Meeting (EGM). This can be called for by the BOD or by Voting Members by way of a “requisition”.

Now this is the “available avenue” that the pastors are saying that the TTG should have taken. Convene an EGM by way of requisition.

Secondly, we need to understand what CC Constitution states with regards to convening an AGM and EGM.

1, Rule IX (1). states that, "the quorum for a General Meeting is ¼ of the total Voting Members." This means, if the Church has 880 members, there should be 220 members in attendance before the Meeting can proceed.

2. Rule IX (2). states that, “If within half an hour from the time appointed for a General Meeting a quorum is not present at the said meeting, the voting members so present shall by a two thirds majority vote resolve that all Voting members so present shall duly constitute a proper quorum for such a general meeting…”

This simply means that if a General Meeting is convened (called for) by the BOD and after half an hour only one Voting Member turns up, that one member can vote to proceed and the Meeting can actually proceed technically with just one Voting member present, as allowed by the CC Constitution now.

3. Rule IX (7) states that members may requisite for an EGM with signatures from ¼ of the voting members. This means, if the Church has 880 members, we would need 220 signatures before we can requisite for an EGM.

Assuming 220 signatures have been obtained, 3 things can happen depending on the Board of Deacons (BOD) decision.

1. The BOD on receiving the requisition can convene (call for) the EGM within 30 days. If the BOD convenes (calls for) the EGM, the quorum is ¼ of the Voting Members as required in Rule IX 1.

2. The BOD can also refuse to convene (call for) the Meeting.

3. In such case, the requisitioning members can convene the Meeting as provided by Rule IX (7b). It sounds very nice and democratic but Rule IX (7b) imposes an unfair condition on the requisitionists (the 220 signatories). The rule says, “In such an event and notwithstanding Rule IX (1) & Rule IX (2), the total number of VM present to form a quorum shall not be less than one-half of the existing voting membership.”

This means that, if the church has 880 VM, there must be 440 VM present to form a quorum to convene the EGM.

What does this mean in simple terms?

1. When BOD calls for a General Meeting, only 220 VMs need to be present. However, they have an escape clause to carry on the meeting even if less than 220 VM turn up. Technically, even if  one VM turns up, the BOD can convene the Meeting.

2. However, the requisitionists or the 220 signatories will need 440 VM present before the EGM can proceed. There is no escape clause provided.

How can the AOG Exco approve such unfair and biased provisions in a Church Constitution?

It has an apparent form of democracy and fairness but it is really a camouflage. The Constitution does provide for the rights of members to requisite for an EGM but the same Constitution also makes it almost impossible for the members to do so. The members are made to feel happy at first glance but will be made to face a mountain when exercised.

This is all part of the great deception. Make the members believe that they enjoy democratic rights and responsibilities of a Congregational Church but in reality, it is a Dictatorial Structured Church disguised as a Democratic Structured Church.

Does the present EXCO members and pastors really think that TTG would have been successful in trying to requisite for an EGM as the “available avenue” to propose any Resolutions with PG and the present BOD in control?

Let us do a flashback.

The TTG submitted 7 Resolutions for tabling at the August 2008 EGM. As it happened, the BOD threw out the resolutions. The reasons given were two fold:

1. The first reason given by the Church Secretary was that the explanations from the lawyer and forensic accountants would address the issues. What a ridiculous answer! What has the explanations from the lawyer and accountant to do with the tabling of resolutions?

2. Perhaps recognising that the reason given sounded ridiculous, she then said that since no Preliminary Notice of meeting was given for the said EGM, the BOD would not entertain any resolution.

Since Rule IX (5) states, “within 7 clear days after preliminary notice is given…”, the TTG accepted her interpretation of the Constitution at that time and waited for the AGM instead. This was the TTG’s FIRST ATTEMPT to submit Resolutions for tabling.

Then at the 2009 AGM, the TTG made a SECOND ATTEMPT and submitted the same Resolutions based on Rule IX (5) which states,

RESOLUTION

a) No matter or resolution shall be brought forward at any GM unless written 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.


b) Subject to para (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.

Even this time when the TTG submitted their resolutions in absolute compliance with the requirements stated, the resolutions were “thrown out”. The reason given was it was unconstitutional. What does ”unconstitutional” means, up till today no one can explain it properly. The best “award winning” explanation given at this 2009 AGM was that tabling the members’ resolutions were likened to tabling the purchase of Manchester United in a church AGM. This analogy was actually suggested by a young lawyer who was voted in as Deacon at that AGM. This ridiculous analogy was actually accepted by the Resolution Chairman, Pastor Ronnie Chin who is also the Assistant General Superintendent of AOG today. Is this the quality or integrity of our Christian leaders today?

Once bitten, twice shy. After the bitter experience at the 2009 AGM, no one in the right frame of mind would attempt to propose any Resolutions based on the current flawed Constitution. Please listen to the recordings of the 2009 AGM to feel the heartache and intimidation members were subjected to.

Please listen to CLIP 6.
Click here to listen : 2009 AGM

Anyway, this is water under the bridge. With the mastery stroke of a pen, PG has recently axed more than 400 suspected TTG supporters (with many innocent members included as well) from Voting and Associate membership. This despicable act of dictatorship has effectively stopped all possibilities of any requisition for an EGM by any remaining TTG supporters or concerned members.

So have the TTG exhausted all avenues?
The TTG/Concerned Members have exercised great patience and tolerance in trying to engage the BOD to be fair to all the members of the church. The pastors who make comments such as these,

“They should not have taken the case to court.
They have not exhausted all avenues!!!”

have very little or have not understood the camouflage and deception that are embedded in the CC constitution.

Can we fault the pastors?
The camouflage and deceptions in the CC Constitution are very difficult to detect by mere reading. The true spirit of the CC Constitution can only be seen and felt when it is exercised or put to a test like what is happening now….the ongoing CCC, short for Calvary Church Crisis.

Post EGM - Another Deception at EGM?

At the recent EGM, a question was posed to the Board of Deacons on the retirement age of Senior Pastor (SP) and Bro Patrick Wong elaborated that under our church constitution, there is no retirement age specified for SP. This deacon tried to hoodwink the congregation by side-stepping the ‘real question’. Everyone who has read our church constitution knows that the constitution does not have any reference to the retirement age for SP. The question was not whether the constitution provided for SP’s retirement but what was the retirement age for SP. In other words, what is our church policy with regards to the retirement age for SP.

In his answer, Bro Patrick did not mention that our church has a Staff Handbook which addresses this issue. Under Section 2 of the handbook, ALL the staff of the church are classified into 3 categories namely,

1) Pastoral and Ministerial Staff
2) Office Staff
3) General/Technical Staff

Under the description of “Pastoral and Ministerial Staff”, it is stated that “Senior Pastor heads the pastoral team (pastoral and ministerial team) comprising staff categories such as Senior Associate Pastors, Associate Pastors, Assistant Pastors and Ministerial Staff.”

It is obvious that SP as the head of the Pastoral and Ministerial Staff, falls into this first staff category. He is certainly not part of the Office Staff or General/Technical Staff.

Section 11 (1) states that the Retirement Age of all Church Staff, with the exception of Pastors, will be 55 years of age. Section 11 (2) states that the Retirement Age for Pastors will be 60 years of age.

(Click to enlarge image. To return to this page, Click "BACK" at top left hand corner)




Both SP (who is 63 this year) and Sis Petrina (who is 64 this year) have crossed the retirement age specified in the handbook.

The questions which needs to be answered are:

1. Were there contracts signed for the extension of employment of both SP and his wife?
2. Were the contracts approved by the Board of Deacons?
3. Was SP’s extension contract brought before the church members at an AGM or EGM to be approved as required under the constitution? (None of the TTG members and other members remembers such an event) His extension as Senior Pastor, may be NULL AND VOID, if not approved by members at an AGM or EGM.
4. What are the terms of their contracts?

Not too long ago, a long-serving church staff retired at age 57 (after her retirement was initially overlooked by the church administrator) and SP offered her re-employment at less than half her last drawn salary. She left in total disgust, hurt and disillusioned. We hope that SP has applied this same condition to himself and his wife and are now drawing not more than half the amount of their last drawn salaries. If not, then they are nothing but pure hypocrites. Pastors as our leaders should always follow God’s principle of using the same measure in everything they do. They must practice what they preach.

Now, back to our dear Bro Patrick. It is now clear that Bro Patrick, by answering the way he did, was trying to deceive the 800 members present at the EGM. He has been on the Board of Deacons since 1975 and therefore, he cannot claim ignorance of the Staff Handbook, which was probably approved by the deacons. And SP, by keeping mum, during Bro Patrick’s answer is guilty of abetting the deception.

We reiterate our call on Bro Patrick to resign. He was not man enough to resign when we first called on him to do so in our 8th Update. We hope he has enough integrity left in him to do so now.

As for SP, who has lost most of the members’ respect, we beseech him to leave gracefully so that Calvary Church can be restored to its former glory. There has been enough pain, hurt and lives destroyed in this whole saga.

We recognise that he has done a lot for Calvary Church in his early 30-odd years. We acknowledge his contribution and we thank God for him but it is time for him to let go. It’s time for him to move on to the next phase in life. All we ask is that he returns Calvary Church back to God!

Post EGM - Truth, Half-truth or Lie by HM

At the EGM the deacons were asked if there was a retirement age for the Senior Pastor. The answer from a Deacon was that there was no retirement age in the Church Constitution. Absolutely true. We all knew that. We also read the Constitution. But did he answer the question? Was there a retirement age for the Senior Pastor?

There is also no retirement age provision in the Constitution for the associate pastors and the church staff but I am sure there is a Board policy on this. Ask any of the church staff who had retired. Unless otherwise provided for, the national retirement age is 55. Had the Board enacted a policy on the retirement age for the Senior Pastor if it is not 55? This is a very reasonable and simple question.

It is inconceivable that a Board such as ours does not have such a policy. Most of the deacons have extensive corporate and human resource experience in substantial companies and organizations. Could they have overlooked the need for such a policy? Surely in their care for the Senior Pastor they must provide for such a policy. They could not have intended for the Senior Pastor to work till he drops. There must come a point in time when the Board must allow the Senior Pastor to take it a little easier and enjoy the fruits of his labour.

We have heard that indeed there is such a policy, i.e. the retirement age is 60. We cannot prove it because Board decisions are secret and so are the minutes; the sole copy being kept by the Church Secretary. If that is true then why did the Deacon not say so? What harm could possibly come from letting us know?

He was probably constrained by the 7th resolution submitted by the concerned members. If he had admitted that there was a retirement age of 60 years that would mean that Senior Pastor had retired a couple of years ago upon reaching his 60th birthday. Therefore he would have to be reappointed by the Board for him to continue as Senior Pastor.

In that case under Rule XI(1)(a) of the Church Constitution, his reappointment would have to be ratified by a two-thirds majority vote of the voting members present at a General Meeting properly convened for that purpose. The Board did not do that. They did not seek ratification by the members. They could have side-stepped the issue by invoking Rule XIV which makes them the Sole Authority to interpret the Constitution. All the other provisions in the Constitution can be rendered quite meaningless when they invoke Rule XIV. So they could have “interpreted” that the reappointment would not need to be ratified by the members at a General Meeting. We can shout “unfair, unconstitutional and dictatorial”. They just turn a deaf ear and carry on business as usual. They have all the powers.

That being the case the Deacon could jolly well have disclosed the retirement age to us without consequences. Even if we know what can we do? We have no power to insist that Rule XI(1)(a) be complied with. The Board can thump their noses at us and we simply have to take it on the other cheek.

That was what happened to the 7 resolutions submitted for the EGM. The Board had demonstrated more than adequately that they could and would exercise the full extent of their powers as granted them by the Constitution to make sure that they and they alone determine what is to be done in and for the Church.

What is the spirit behind Rule XI(1)(a)? This rule recognizes that whilst the selection of a Senior Pastor for the Church rests with the deacons, the appointment must be supported and accepted by the congregation. The appointment or reappointment must be ratified by at least two-thirds of the voting members. Under normal circumstances the ratification would just be a formality. The members would usually support the decision of the Board. But when there is doubt then Rule XI(1)(a) becomes important.

For a Senior Pastor to perform his pastoral duties effectively he must enjoy broad support from the congregation; at least two-thirds of the membership would be considered representative of broad support. Otherwise who is the Senior Pastor to pastor? I believe that that is the spirit and intention behind Rule XI(1)(a).

By not complying with Rule XI(1)(a) it would appear that the Board was not concerned if the reappointment was supported by the congregation. Should the Board be concerned? Whilst Rule XI(1)(a) seems to say it is absolutely essential, the Board appears not to think so.

Therefore was the answer from the Deacon the truth, a half-truth or a lie? You decide.


WHM
15th September 2008

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

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