With the ABC District Convention fast approaching one gets a certain sense of unease when you know there’s more information coming that requires deliberation to consider, and it just isn’t showing up on the radar.
Such is the case with ABC District’s proposals on how it plans to wind up the District operation which have just been posted to the ABC District website as Convention Workbook Part II. This blog post will summarize what I consider the important portions of the workbook – for anyone attending the convention I encourage you to read the entire document.
Overture 2018-01-03 – TO ACCEPT INTERIM BYLAWS FOR THE GOVERNANCE OF LUTHERAN CHURCH – CHURCH CANADA, THE ALBERTA – BRITISH COLUMBIA DISTRICT CORPORATION (THE “DISTRICT”) UNTIL THAT TIME IT MAY BE DISSOLVED, IF APPLICABLE
ABC District will need a new operating model in the post-restructured world with a new set of bylaws and governing documents and this overture proposes acceptance of these bylaws.
Overture 2018-01-04 TO ACCEPT THE APPOINTMENT OF REV. ROLAND KUBKE, MR. AARON BALL AND MR. BILL FRASER, AND TO THE CARETAKER BOARD OF LUTHERAN CHURCH – CANADA, THE ALBERTA – BRITISH COLUMBIA DISTRICT CORPORATION (THE “DISTRICT”)
Someone has to steer the ship-of-the-post-restructured-District and do the work of the Board. This overture identifies the people the Board proposes to take this on task.
AN EXPLANATION FOR THE PROPOSAL OF INTERIM ABC DISTRICT BYLAWS
Please find the proposed Bylaws for ABC District as printed below. We are supportive of the decisions of the Synod Convention that will lead to the dissolution of the Districts, but we are not in a position to shut down the ABC District Corporation just yet. These new bylaws are required to allow the District Corporation to continue to function in the interim until we have met all of our responsibilities as member congregations of the District and are in a position to shut the District down as a corporation that was first established by an act of the Alberta Legislature. Please note that we have chosen the wording of these bylaws to make it clear that the District is not continuing as a church body or as a professional organization, but that it is still an organization of congregations with legal obligations. On account of these legal obligations, these Bylaws have been vetted by lawyers, a process that has taken some time and has resulted in the late arrival of this document. Thank you for your patience.
Translated – the members of ABC District will continue to be members of the post-restructuring company until such time as the company’s legal responsibilities have all been discharged.
Who are considered members of District and what are their obligations?
5. Membership. Members of the Corporation shall be all congregations (and rostered clergy and deacons) that were members of LCC in the Provinces of Alberta and British Columbia as of the date of the last LCC Convention, May 22, 2015 (the “Members”).
This means that if you left the District, resigned your membership in LCC, or the like then they still consider you a member.
Members may be required to make payments to offset costs incurred by the Corporation as it winds up its operations.
In other words if District 2.0 needs more funds they’ll be tapping “the membership” for more money. Given the nature of Representative Action I’m sure the question of “who is going to have to pay how much and what happens if I refuse to pay?’ will be on people’s minds.
Who is eligible to be a Board Director?
8. Ineligibility for Service. No individuals who are named as plaintiffs in the Representative Actions (as such term is defined in the Sixth Amended Plan of Compromise and Arrangement of Lutheran Church – Canada, the Alberta – British Columbia District) nor any individuals whose interests are aligned therewith or any appointees, nominees or designees thereof may serve as officers or directors.
I take this to mean that if someone like a past Board member is a named defendant in the Representative Action they can still be an officer and director. This is a potential matter of concern as it could result in a conflict of interest between the proposed Director and the District as a corporation.
What constitutes quorum for a member’s meeting?
23. Quorum. At any meeting of Members, a quorum will be at least two Members present in person or by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting and each entitled to vote at the meeting and holding or representing by proxy not less than 1/3 of the votes entitled to be cast at the meeting. Where the Corporation has only one Member, the Member present in person or by proxy constitutes a meeting.
Given that membership is defined as everyone who was a member of District back in 2015 and there’s no provision for terminating your membership – I’m not sure how District’s membership could decline to one (1) member.
2018-01-05 TO THANK GOD FOR THE ALBERTA-BRITISH COLUMBIA DISTRICT AND TO REQUEST GOD’S BLESSINGS UPON THE NEW REGIONS OF LUTHERAN CHURCH — CANADA
RESOLVED that we thank God for His faithfulness to the ABC District; and be it further,
CEF/DIL not-with-standing a lot of good has been done in the ABC District going back to 1894 and we should give thanks that the Lord saw fit to use these people to further His kingdom this way.
Having written that….
RESOLVED that we pray God will continue to work through the new region that will be formed to “proclaim His righteousness” for many more generations, even “to a people not yet born;” and be it further
…I’m thinking that maybe it is a good thing that ABC District is being wound up and replaced by a new organizational entity. Perhaps fresh blood will actually proclaim God’s just righteousness to the stiff-necked and self-righteous among us who think that wrongfully depriving their siblings in the faith of the sweat of their brow is “no big deal” because “it’s all God’s money anyway” or, equally bad, think that ignoring the situation and shoving it under the carpet “out of sight / out of mind” is in anyway an appropriate course of action.
Nothing escapes the eye of the Living God. As Scripture tells us “It is a fearful thing to fall into the hands of the living God.”