Bylaws of The Houston Bay Area Emmaus Community
(A Non-Profit Corporation)
Originally adopted September 11, 2009
Amended December 17, 2013
Amended March 15, 2016
Amended March 15, 2022
The following constitute the Bylaws of The Houston Bay Area Emmaus Community (HBAEC), a nonprofit corporation organized under the laws of the State of Texas
Article One Name
Section 1.
The name of this corporation is THE HOUSTON BAY AREA EMMAUS COMMUNITY, a non-profit corporation organized under the laws of the State of Texas. This corporation, together with its members, is commonly called “The Houston Bay Area Emmaus Community.”
Article Two Purpose
Section 1.
This corporation is organized primarily and exclusively for charitable, religious, and educational purposes, including but not limited to activities of all types and kinds directed to furthering the spread of the Gospel of Jesus Christ and to nurturing the spiritual growth of Christian individuals by such means as seminars, and retreats, printed literature, audiovisual materials, music and other compatible ministries.
Section 2.
The principal aim of this corporation is to inspire, challenge, and equip members of local congregations of Christians for leadership in Christian action in their homes, churches, places of work, communities, and other environments through the Christian experience commonly known as the Walk to Emmaus.
Section 3.
This corporation, through its members and under the oversight of its Board of Directors, presents and carries out the copyrighted program known as the “Walk to Emmaus” pursuant to agreements with the copyright holder, The Upper Room, as administered by The Upper Room Emmaus Movement, a non-profit corporation organized under the laws of the State of Tennessee.
Article Three Membership
Section 1.
All persons who have completed the three-day experience of the Walk to Emmaus sponsored by this corporation shall be members of this corporation. The Database Manager of this corporation shall include their names, addresses, email and telephone numbers on the official directory of the corporation.
Section 2.
Persons who have completed the Walk to Emmaus sponsored by another Emmaus Community or who have completed another expression of this three-day Christian Experience, such as Cursillo, Tres Dias, Chrysalis, Kairos, or any other expression that is recognized by The Upper Room Emmaus Movement may become members of this corporation by participating in the activities of this corporation and requesting the Database Manager of this corporation to include their names, addresses, email and telephone numbers on the official directory of the corporation.
Section 3.
The membership shall meet yearly at a location, on a date, and at a time announced by the Board of Directors and published in the corporation’s website, newsletter, or in the absence of a newsletter by email to all members, to consider all matters presented to the membership. Notice shall be given not less than ten (10) days nor more than fifty (50) days before the date of the yearly meeting. These annual meetings shall be a part of a Gathering of The Houston Bay Area Emmaus Community. A quorum shall constitute the members present entitled to vote, and a member must be present to vote. The vote of the majority of the members present at the annual meeting at which a quorum is present shall constitute the act of the membership, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
Section 4.
A special meeting of the membership may be called by the Board of Directors, either at its sole action or at the request of ten percent (10%) of the membership as shown in the official directory of the corporation. Notice of the special meeting shall be given to the membership by either publication in the corporation’s newsletter, or in the absence of a newsletter by email notice to all members. Such notice shall be given not less than ten (10) days nor more than fifty (50) days before the date of the special meeting and shall contain the place, date, time, and purpose(s) of the special meeting.
Article Four Board of Directors
Section 1.
Management of the corporation shall be vested in an ecumenical Board of Directors. The Board shall be composed of fifteen (15) men and women elected by the HBAEC membership from those persons who have served on a Walk to Emmaus and are active in a local Group Reunion and in Emmaus Community Gatherings. Clergy members who function as the Spiritual Director and Assistant Spiritual Directors of the corporation shall be elected by the Board of Directors and shall be members of the Board of Directors. All members of the Board of Directors shall be active in a local church.
Section 2.
The elected directors shall serve three (3) year terms, staggered so that one-third (1/3) of the directors are elected each year. The Spiritual Director and Assistant Spiritual Director shall serve a one (1) year term. The initial director’s terms will expire three years from the dates from when they were originally elected. Each elected director will have one vote on each official board concern.
Section 3.
A director cannot be re-elected to successive terms. At least one term must separate terms. Likewise, any member who has served as an elected director may not be elected to fill the remainder of a term which becomes vacant unless one calendar year has elapsed since that member last served as a director. The Spiritual Director and Assistant Spiritual Director may serve a maximum of three consecutive terms.
Section 4.
The term of office for a director begins January 1 and ends December 31. The election of Directors will be handled this way: Ballots and pictures of the Board candidates along with their Walk and team experience will be provided in the October Newsletter and can be mailed. Ballots can be sent through email. Ballots can be distributed at Candlelight during October or November. Ballots must be received by November 30th in order to be included in the counting. At a minimum, seven (7) names shall be included on the Ballot, with five (5) Directors being elected by the highest number of votes. New Directors will be notified in December and sworn in at the January meeting. The nominating committee will tally the votes and the results will be reviewed and ratified at the December Board meeting.
The Lay Director, Assistant Lay Director, two (2) Directors, and three (3) non-board Community members will make up the 7-person Nominating Committee. The Assistant Lay Director will serve as the Nominating Committee Chair. The committee will begin in July and submit names to the Board at the September meeting. The Board will vote on the names to be placed on the ballot.
Section 5.
The Board of Directors shall meet monthly. A schedule of Board meetings with the time and location shall be published in the corporation’s website and newsletter, during the first quarter of each year. Special meetings may be called by the Lay Director or by 20% of the directors upon five (5) day’s written notice to the other directors stating the place, date, time, and purpose(s) of the special meeting.
4 Bylaws of the Houston Bay Area Emmaus Community
Section 6.
Two-thirds (2/3) of the directors elected by the Community shall constitute a quorum for the conduct of all business at any meeting, regular or special, of the Board of Directors. A director must be present to vote; a director may not vote by proxy.
Section 7.
Every Board member is expected to attend monthly meetings. Any director that is absent from a monthly meeting shall present in writing to the Lay Director prior to the regularly scheduled meeting, a report pertaining to the Director’s area of service to be presented to the Board in their absence. If a Board member is absent for more than two consecutive meetings, the Board member may be asked to recommit their attendance or vacate their position. The position would be filled pursuant Article 4, Section 8 of the HBAEC Bylaws. Said Director will surrender to the Community Lay Director or their appointee, all HBAEC supplies, materials, and equipment.
Section 8.
If a directorship becomes vacant for any reason, the Board of Directors elects somebody to finish the end of the term of the director that has vacated that position, choosing first from those who ran in the previous election but were not elected.
Section 9.
The new Community Lay Director will appoint each of the duly elected Directors to chair a standing committee.
Each of these Directors shall then form their committee from the HBAEC membership. Each of the committee members shall be given a list of their responsibilities.
The standing committees and non-voting positions may be renamed and re-aligned by the majority vote of the Board as needed to be able to better serve the HBAEC and report directly to the Board at regular board meetings.
The positions of:
- Treasurer.
- Information Technology (Database/Web servant/Computers).
- and Registrar.
Shall be filled from the HBAEC membership, approved by the Board and shall also have a vote in matters related to the Board.
The total number of voting members on the Board is 19; consisting of the 15 Community- Elected members, and the 4 Board-Elected members (Treasurer, Information Technology, Registrar, and Community Spiritual Director.
Section 10.
The Chair of the Board is an ex-officio member of each committee of the Board.
Section 11.
A person who is the Community Lay Director becomes a non-voting Ex-Officio Board Member at the end of their term and agrees to serve an additional year.
Article Five Officers of the Board of Directors
Section 1.
The Officers of the Board of Directors shall be the following:
- Lay Director (President)
- Assistant Lay Director (Vice-President)
- Secretary
- Treasurer
- Community Spiritual Director
Section 2.
Leadership within the Board is established to maintain continuity while accommodating the annual transition of 1/3 of board membership. Each year henceforth, the current Assistant Lay Director assumes the role of Lay Director at the beginning of the first board meeting of the new calendar year. A confidence vote at the November board meeting shall confirm the willingness of the Assistant Lay Director to assume the Lay Director responsibilities, as well as affirm support from the board. A “No-confidence” vote causes the nomination and election of an eligible board member present, to assume and fulfill the remaining term as Assistant Lay Director and transition to the role of Lay Director in the new year.
A committee consisting of the current Officers shall nominate, prior to November 1st, an eligible board member to be the next year’s Assistant Lay Director. A vote of the Board of Directors is required at the November board meeting to confirm the committee’s nomination or elect a suitable nominee from any eligible board member present.
The Secretary shall be elected by and from the directors at the first board meeting of the new calendar year and serve a term of one (1) year beginning immediately and concluding with the election of officers at the first board meeting in the following year. This term may be extended according to the same procedures as used with any other board position.
Section 3.
The Lay Director shall preside at all meetings of the Board of Directors and all meetings of the entire Houston Bay Area Emmaus Community, appoint any committees as authorized by a vote of the Board of Directors, and shall represent the corporation as its chief executive officer, subject to policies and resolutions of the Board of Directors. The Assistant Lay Director shall execute the duties of the Lay Director in his or her absence. The Secretary shall maintain an accurate record of every meeting of the Board of Directors, inclusive of the attendance or absence of each director, the substance of the business transacted, and the resolutions adopted or rejected by the Directors, maintain the minutes of the meetings of the membership. The Treasurer will oversee finances of the Community, present monthly reports at the Board meeting, and oversee the yearly audit.
Article Six Spiritual Director
Section 1.
The Spiritual Director and one or more Assistant Spiritual Directors, as the Board of Directors may determine necessary, shall be elected by the Board of Directors at the January meeting. The Spiritual Director and the Assistant Spiritual Director shall serve a one (1) year term, beginning in January and terminating in December.
Section 2.
The Spiritual Director and the Assistant Spiritual Director shall be ordained minister(s), pastor(s), or priest(s) of the Gospel, shall have completed the Walk to Emmaus or other expression of this three-day Christian experience that is recognized by The Upper Room Emmaus Movement. The Spiritual Director and Assistant Spiritual Director shall have served as the Spiritual Director of a Walk to Emmaus.
Section 3.
The Spiritual Director shall serve on the Board of Directors and shall be entitled to vote on all matters.
Article Seven Responsibilities of the Board of Directors
Section 1.
The Board of Directors of The Houston Bay Area Emmaus Community shall sign an annual Letter of Agreement, which commits this corporation to follow the current guidelines of The Upper Room Emmaus Office in the structure and discipline of the three-day (72 hour) “Walk To Emmaus”. The Upper Room Handbook on Emmaus, the Directors Manual, The Talk Outlines, and the Coordinators Manual will collectively serve as guidelines for this corporation and are part of these Bylaws.
Section 2.
The Board of Directors shall maintain general administrative responsibility for all matters relating to this corporation’s execution of the structure and discipline of the Walk to Emmaus. It shall also have oversight responsibility for leadership training and Lay Director Training.
Section 3.
The Board Spiritual Director, together with approval from the board of Directors shall select the Spiritual Directors for each three-day Walk to Emmaus.
Section 4.
The Board of Directors will approve the Lay Directors for each three-day Walk to Emmaus.
Section 5.
Team Selection shall appoint a committee to oversee Team Selection for each three-day Walk to Emmaus. The committee consists of a Board Director who is responsible for team selection and who serves as committee chair, the Community Spiritual Director, and three or four other members of the Emmaus community (non-board members) who have a broad awareness of the Emmaus community membership and a solid understanding of team needs. After the Board approves the Team Selection Committee list(s), the Weekend Lay Director makes the calls for team members. The Weekend Lay Director can submit the team roster, and once approved can submit input for team members giving talks. The Team Selection Committee again will oversee this process and submit it to the Board for approval. (As found in the Upper Room Handbook On Emmaus).
Section 6.
Clergy for Weekend Walks will be qualified according to the guidelines set forth in Article 6, Section 2.
Section 7.
The Treasurer can appoint a committee member to handle all dispersion of funds, to maintain the records of such dispersions, and to provide the Board of Directors with a regular statement of the financial status of the corporation. The Treasurer can appoint an Auditor responsible for an annual financial audit of the corporation and to ensure that the corporation is in compliance with all relevant tax laws and regulations, as approved by the Board.
Article Eight Amendments
Section 1.
Amendments of these Bylaws requires the affirmative vote of three-quarters (3/4) of the Directors present at a meeting of the Board of Directors at which the amendment is submitted to a vote. It will then be distributed to the Community by the Pilgrims Journey (PJ) and voted on, by email ballots or ballots from the PJ. The ballots will be due within one month of the first distribution date and postmarked accordingly.
Section 2.
Any amendment must be considered by the Board of Directors at two consecutive regular meetings. At the first meeting the amendment must be presented by a Director and seconded by another Director for consideration by the Board of Directors; it may or may not be discussed at this meeting, as the Directors may choose. At the next meeting the amendment shall be discussed by the Board of Directors and submitted to a vote. When bylaw changes are proposed, the Board of Directors will be advised by email prior to the meeting.
Article Nine Effective Date
These Bylaws are effective as of the date of their adoption by the Board.
Certification of Adoption
We, the undersigned, hereby certify that these Bylaws of The Houston Bay Area Emmaus Community, a non-profit corporation organized under the laws of the State of Texas, were adopted by the affirmative vote of at least three-quarters (3/4) of the Directors present at the organization meeting of the Board of Directors held the March 15th, 2022. They were adopted by the affirmative vote of the Community on this 04/02/2022.
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