BY-LAWS OF GREATER FINDLAY AREA EMMAUS MINISTRIES, INC.
ARTICLE I. NAME
The name of this corporation shall be The Greater Findlay Area Emmaus Ministries, Inc., hereinafter referred to as “the Community”.
ARTICLE II. LOCATION
The place in Ohio where the principal office of the corporation is to be located is c/o St. Marks United Methodist Church, 800 South Main Street, Findlay, Ohio 45840 in Hancock County. The mailing address for the corporation will be Greater Findlay Area Emmaus Ministries, Inc., P. O. Box 192, Findlay, Ohio 45839.
ARTICLE III. PURPOSE
The Community is formed exclusively for religious, charitable and educational purposes and for which a corporation may be formed under the non-profit corporation laws. The Community is not formed for pecuniary profit or gain and is organized to do everything and anything reasonably and lawfully necessary and, proper for the achievement or the furtherance of the purposes herein stated. The specific religious, charitable and educational purposes for which the Community is organized and for which it shall be operated are:
(a) To glorify Jesus Christ by inspiring, challenging and equipping church members for Christian action in their homes, churches, places of work and the world community through the Emmaus experience, including retreats, training and meetings.
(b) To receive money, securities and property of any kind whatsoever by gift, bequest, devise, grant, purchase, exchange, lease or otherwise for any of its objects and purposes; to borrow, sell, mortgage, exchange, lease, convey, transfer or otherwise dispose of any such property; to administer, deal with, expend, invest and reinvest its property and income in any type of property whatsoever; to any of the purposes herein described, and in general, to do what may be required to affect and carry forward the purposes of the Community
(c) To aid and assist and make distributions to organizations whose activities are such as to further or attain the purposes for which this Community was organized and that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Code)
All the funds and assets of the Community, together with the net earnings thereof and income realized thereon, shall be exclusively devoted to the objects and purposes expressed in this Article III.
The Community is affiliated with the International Emmaus Program of Upper Room Ministries, Nashville, Tennessee and will operate within the Greater Findlay Ohio area in accordance with the objectives of the National Emmaus Movement according to principles, policies, standards and procedures as set forth in the governing documents of the National Emmaus Movement. This Community shall be subordinate to and subject to the authority of the National Emmaus Movement.
ARTICLE IV. LIMITATIONS ON EXERCISE OF POWERS
No part of the assets, income or profit of the Community shall inure to the benefit of or be distributable to any of its members, trustees, officers, directors or other private persons except that the Community shall be authorized and empowered to pay reasonable compensation for services rendered in effecting one or more of the objects or purposes of the Community and to make payments and distributions in furtherance of the purposes set forth in Article III above.
No substantial part of the activities of the Community shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these By-Laws, the Community shall not carry on any other activities or exercise any powers not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended; (b) by a Corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended; and (c) by a nonprofit Corporation organized under the laws of the State of Ohio pursuant to the provisions of Chapter 1702 of the Ohio Revised Code.
ARTICLE V. MEMBERSHIP
All persons who have completed a weekend experience of a Walk to Emmaus, Chrysalis Flight or a Face to Face Program sponsored by the Greater Findlay Area Emmaus Ministries, Inc. or its predecessor shall be members of the Community.
Persons who have completed a Walk to Emmaus or Chrysalis Flight in any other Emmaus Community, Face to Face Program, Cursillo, Great Banquet, Kairos, Epiphany or Tres Dias weekend may become members by participating in the activities of the Community and asking the secretary or registrar of the Community to include their names on the mailing list.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. Purpose
The purpose of the Greater Findlay Area Emmaus Ministries Board of Directors is to govern the local Emmaus Community and to oversee the quality of the program. The Board of Directors is the link between the local Emmaus Community and the Upper Room. The power to sell, lease, mortgage or dispose of the community’s assets is vested in the Board of Directors and does not require action by or approval of Community members.
Section 2. Composition
The Board of Directors shall consist of no less than ten (10) elected positions each chairing a standing committee of the Board, along with five officers (Chairperson, Vice-Chairperson, Leadership Chairperson [who is the Immediate Past Chairperson], Secretary and Treasurer), the Community Spiritual Director, a representative from the Chrysalis Board and an appointed representative from St. Mark’s United Methodist Church in Findlay.
Section 3. Terms of Office
a) All positions on the board shall be elected by the Community members for a term of two (2) years with the exception of the Chairperson, the Vice-Chairperson, the Leadership Chairperson, the Community Spiritual Director, the Chrysalis Representative and the St. Marks UMC representative.
b) Board members not excluded in Section 3. a) above may be elected to a second term in a different position. No person may serve more than two consecutive terms and must remain off of the Board for at least one year before again being eligible for election to the Board.
c) Under unusual circumstances, a Board member may remain beyond their term with the approval of the majority of the Board until a qualified replacement is found.
d) A vacancy occurring in the Chair, Vice-¬Chair, or Leadership Chair positions due to resignation or other long-¬term incapacitation shall be filled for the duration of the remaining term by an active member of the Community who has previously held office in the vacated position. Nominations shall be made by the remaining Officers of the Board. The candidate shall be elected by a majority vote of the Board. The Board may elect persons, upon nomination by the Chairperson, to fill the unexpired term of all other vacant positions on the Board until the next regular election for that position. Such persons are eligible for election by the Community to a full two (2) year term at such regular election.
e) A new Vice-Chairperson is elected each year for a three (3) year term. In the second year of the term, the Vice-Chairperson becomes the Board Chairperson. In the third year of the term, the Chairperson becomes the Leadership Chairperson.
f) The Community Spiritual Director is selected annually for a one (1) year term. The board shall determine the number of years a clergyperson can serve as the Community Spiritual Director.
g) The Chrysalis Board shall annually select a representative to serve on the local Emmaus Board. The Chrysalis Board shall determine the number of years a person can serve as its representative.
h) The representative from St. Marks United Methodist Church is selected annually by the church for a one (1) year term. The church shall determine the number of years a person can serve as its representative.
i) Terms of office for all Board positions shall begin on January 1 and shall terminate on December 31.
j) Newly elected Board members will be invited to attend the December meeting of the Board of Directors, in a non-voting capacity, in preparation for them to assume their duties on January 1.
k) Board Members agree to attempt to attend all meetings of the Board and should attempt to not miss more than two such meetings per year.
Section 4. Election of Board Members
a) Board members are elected by the Community at their November Gathering each year.
b) One Half of the Board (not including those positions excepted in Section 3. a) above) will be up for election in November of even numbered years for a term beginning on January 1 of the following year. Currently the positions up for election in even numbered years to take office on January 1 of odd numbered years are the Treasurer, Agape Chairperson, Worship Chairperson, Good Shepherd, Registrar and Social Chairperson along with a new Vice-Chairperson.
c) One Half of the Board (not including those positions excepted in Section 3. a) above) will be up for election in November of odd numbered years for a term beginning on January 1 of the following year. Currently the positions up for election in odd numbered years to take office on January 1 of even numbered years are the Kitchen Chairperson, Logistics Chairperson, Literature Chairperson, Supplies Chairperson, Sponsorship Chairperson and Secretary along with a new Vice-Chairperson.
d) The Leadership Committee shall submit to the Board a slate of nominees to replace board members whose term is expiring no later than the November meeting of the Board. Nominations to open Board positions may also come from the Community at the monthly Gatherings in September and October of each year. A nominee for any Emmaus Board Position should be active in and involved with the Greater Findlay Area Emmaus Community. Board positions that require specific skills (such as Treasurer) may be appointed and/or require verification of technical knowledge or experience to be able to fulfill the duties of that position. The Leadership Committee shall attempt to nominate a roughly equivalent number of men and women to Board positions.
e) The ballot shall be provided to the Community members at the Gathering in November.
f) Election is by majority vote of the ballots cast.
g) At the October Board meeting, the Board will nominate qualified Pastors to serve as the Community Spiritual Director. The Board will then elect the Community Spiritual Director at its November Board meeting by a majority vote.
Section 5. Director Liability Limitation
A director shall have no liability to the Community for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful or violates the requirements of these by-laws, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. If the Non-profit Corporation Law of Ohio is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Non-profit Corporation Law of Ohio, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification unless otherwise directed by law.
ARTICLE VII. OFFICERS OF THE BOARD
Section 1. Officers
The Officers of the Board shall be the Chairperson, Vice-Chairperson, Leadership Chairperson, Secretary and Treasurer. Officers can accept responsibility for a work area in addition to an Officer position on the Board. The Chair of the Chrysalis Board shall be a part of any business conducted by the Officers relating to Chrysalis.
a) The Chairperson’s duties are to preside at all meetings of the Board of Directors and at all meetings of the Community and shall perform such other duties as may from time to time be assigned to the Chairperson by the Upper Room Emmaus Ministries or by the Board of Directors. The Chairperson shall serve on the Leadership Committee as set forth in Article IX, Section 2. and on the Team Selection Committee as set forth in Article IX, Section 3. The Chairperson will serve as an ex-officio member of all standing committees of the Board and is permitted to sign on behalf of the Community all instruments which the Board of Directors has authorized the Chairperson to execute.
b) The Vice-Chairperson’s duties are to perform the duties of the Chairperson in the Chairperson’s absence, disability or inability to fulfill their duties and when so acting, have all of the same powers and be subject to all of the same restrictions as the Chairperson. The Vice-Chairperson shall serve on the Leadership Committee as set forth in Article IX, Section 2. and on the Team Selection Committee as set forth in Article IX, Section 3. The Vice-Chairperson shall also perform such other duties as assigned to him or her by the Chairperson, the Board of Directors or the Upper Room Emmaus Ministries.
c) The Leadership Chairperson’s duties are to assist the Board Chairperson in any duties necessary to best serve the community, to assist with the organization and operation of Walk to Emmaus weekends and such other duties as assigned to him or her by the Chairperson, the Board of Directors or the Upper Room Emmaus Ministries. The Leadership Chairperson shall Chair the Leadership Committee as set forth in Article IX, Section 2. and also the Team Selection Committee as set forth in Article IX, Section 3. The Leadership Chairperson shall update and maintain job descriptions for all positions on the Board of Directors and to maintain an accurate record of all pilgrims and team members on Walks to Emmaus weekends sponsored by this Community, including keeping a record of the positions each person has served and the number of times each person has served on a team or on the Board of Directors.
d) The Secretary shall be responsible for keeping a true and accurate record of all proceedings at meetings of the Board of Directors and specially called meetings of the Community during which action is to be taken. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. The Secretary shall also act as custodian of the organization’s records with the physical location thereof being determined by the Board of Directors.
e) The Treasurer shall have custody of the funds of the Greater Findlay Area Emmaus Ministries and shall keep a full and accurate account of records and disbursements. The Treasurer is responsible for the monthly reconciliation of the financials and for providing timely and accurate financial reports for review at every board meeting. The Treasurer shall act as custodian of the financial records of the Community and be responsible for the filing of all forms, notices and reports required by the Internal Revenue Service, the Ohio Attorney General’s Office under the Ohio Charitable Trust Act and any other government agency. It shall be the duty of the Treasurer to see that the books of the Community be internally audited by at least two members of the Board of Directors or such other audit or format as directed by the Board of Directors.
Section 2. Spiritual Director
The Spiritual Director of the Community shall be a qualified clergyperson elected annually by the Board of Directors at its November meeting. The Spiritual Director may be replaced during the term by ten (10) affirmative votes. The duties of the Spiritual Director are to provide spiritual leadership and oversight of the spiritual life of the Community, to maintain a list of potential clergy members who could serve as Weekend Spiritual Directors for Walk to Emmaus weekends and to perform such other duties as assigned to him or her by the Chairperson, the Board of Directors or the Upper Room Emmaus Ministries. It will be the Spiritual Director’s responsibility under Article X, Section 4 to nominate to the Board for its approval the clergy member who will serve as the Weekend Spiritual Director on each Walk to Emmaus.
ARTICLE VIII. MEETINGS
Section 1. Regular Meetings
The Board shall meet monthly in regular meetings unless otherwise ordered by a two-thirds (2/3) vote of the Board in a regular meeting. In order to have a meeting, at least one of the three leadership positions (Chairperson, Vice-Chairperson and Leadership Chairperson) must be present. In case of absences, the responsibility for conducting a meeting of the Board of Directors will be assumed in this order. Meetings will automatically be cancelled if there is a level 2 or level 3 weather emergency in Hancock County.
Section 2. Quorum
Ten (10) members of the Board of Directors present at a duly called meeting shall constitute a quorum.
Section 3. Actions of the Board
The meetings of the Board will follow as closely as possible Robert’s Rules of Order. The Board shall act based upon a motion, a second and a majority vote of those present. Each position shall have one vote and must be present to cast it. In the event that there are co-chairs of a committee, each co-chair shall have voice at Board meetings, however, in the event of action of the Board by vote, the committee shall have only one vote. The Board Chair shall only cast a vote in the case of a tie.
Section 4. Special Meetings
Special Board meetings may be called by the chair or when requested in writing by ten (10) members of the board.
Section 5. Minutes
Minutes of all Board meetings must be recorded and approved by the Board. A copy of the minutes will be made available to any member of the Community upon request.
ARTICLE IX. COMMITTEES
The Board shall be made up of the following committees each being chaired by a member of the Board of Directors: Agape, Chrysalis Representative, Good Shepherd, Kitchen, Literature, Logistics, Emmaus Registrar, Social, Sponsorship, Supplies and Worship.
A Leadership Committee is also established consisting of the Leadership Chairperson, the Board Chairperson and Board Vice-Chairperson.
The Board shall establish a Team Selection Committee as a sub-committee of the Leadership Committee for the purpose of overseeing the selection of the team to lead the Walk to Emmaus Weekend programs put on by the Board. The Team Selection Committee shall consist of the Leadership Chairperson who will chair the committee, along with the Board Chairperson, Vice-Chairperson, and thee (3) community members selected by the Leadership Chairperson, Chairperson, and Vice-Chairperson. These community members should include both male and female representatives and be individuals who have a broad awareness of the community membership and a solid understanding of team needs.
The Board, may from time to time, by majority vote of the Board, rename a committee, reorganize its committee structure, eliminate a committee or create such new committees as it may deem appropriate without the need of amending these By-Laws. Each such new committee chair shall be a member of the Board with voice and voting rights.
The Board Chairperson shall be an ex officio member of all standing committees with voice and vote.
Each Committee will document the policies and procedures for their area of responsibility to ensure continuity as Committee chairs change over time. The policies and procedures of each Committee will be approved by majority vote of the Board.
ARTICLE X. WALK TO EMMAUS WEEKENDS
The Community shall follow the guidelines of The Upper Room Walk to Emmaus program in the presentation of the three-day (72 hour) experience Walk to Emmaus. The guidelines are presented in the Upper Room Handbook on Emmaus.
The Board of Directors shall have general oversight in all matters relating to the local Walk to Emmaus Weekends and team preparation, and may request periodic status reports from Weekend Lay Directors.
The Board of Directors shall choose a Lay Director for each Walk to Emmaus Weekend based upon a nomination from the Team Selection Committee.
The Spiritual Director for each Walk to Emmaus Weekend shall be nominated by the Community Spiritual Director and approved by the Board.
The Team Selection Committee shall review potential lay and clergy team member candidates for upcoming weekends. The Committee shall then prepare a roster to present the weekend Lay and Spiritual Directors from which they will choose their team.
ARTICLE XI. CHRYSALIS
Chrysalis is the primary mission outreach of Emmaus to and with young people.
The Chrysalis community shall have its own board of directors which shall act as a permanent standing committee of the Greater Findlay Area Emmaus Ministries Board of Directors.
The Chrysalis board adopts operating policies and procedures that are in concert with the bylaws of the Emmaus Board of Directors and in agreement with the yearly Upper Room Emmaus Ministries Covenant. The Emmaus Board ratifies the Chrysalis operating policies and procedures and thus empowers the Chrysalis Board to operate as the governing agency for Chrysalis, with the operating policies and procedures as one of the governing documents for Chrysalis. The Emmaus Board and Chrysalis Standing Committee will provide each other mutual support, working together on commonalities and honoring differences
The Emmaus Board should annually select one representative to the Chrysalis Board of Directors, and the Chrysalis Board should annually select one representative to the Emmaus Board of Directors. Each representative shall serve as many one year terms as their respective Board’s desire. These representatives shall have voice and vote.
The Chrysalis treasurer is responsible for all funds received by Chrysalis. At the end of the fiscal year, which is January 1 – December 31 and is the same for both Emmaus and Chrysalis, the Chrysalis treasurer shall submits a written year-end financial report to the Emmaus treasurer regarding the income, expenses and balance for Chrysalis for that year. This information shall be included in the Form 990 filing with the Internal Revenue Service by the Greater Findlay Area Emmaus Ministries, Inc.
The Emmaus Board does not have the authority to terminate its Chrysalis Program. If such action is needed, that authority is reserved to the Upper Room Emmaus and Chrysalis Offices in Nashville, Tennessee.
ARTICLE XII. DISSOLUTION OF CORPORATION
The Corporation may be dissolved by the affirmative vote of at least two-thirds of the whole number of its members, at a meeting of the members held for the purpose of adoption of a Resolution of Dissolution, or, without a meeting, by the written consent of all of the members of the Corporation.
Upon the termination, dissolution or winding up of the affairs of the corporation, the governing body of Corporation shall, after paying or making provision for the payment of all the liabilities of the corporation, distribute all of the then remaining assets of the corporation to the National Emmaus Movement or by transfer to such organization or organizations organized and operated exclusively for charitable, religious, or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law), in such a manner as the governing body of the Corporation shall determine, To the extent possible, any such distribution of assets upon the termination, dissolution or winding up of the affairs of the corporation shall be compatible with the purposes of the Corporation as hereinabove set forth in Article III of the Corporation’s By-Laws.
Any assets of the Corporation not disposed of in the foregoing manner upon termination, dissolution, or winding up of the affairs of the Corporation shall be disposed by court of competent jurisdiction in the county in which the principle office of the corporation is then located exclusively for such purposes and to such organization or organizations as said Court shall determine which are organized and operated exclusively for charitable, religious, or educational purposes in accordance with Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law).
Under no circumstances shall any part of the income of the corporation revert, upon dissolution or liquidation, to the benefit of any member, trustee, director, officer of the corporation, or any private individual or donor of the corporation and shall not be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
ARTICLE XIII. AMENDMENTS
Proposed amendments may be presented to the Board by any member of the Community one (1) month in advance of consideration by the Board.
If the amendments are voted in the affirmative by a three-fourths (3/4) vote of the board at a duly constituted meeting set for that purpose, the amendments will be circulated to the membership through the Community web site, newsletter, email or any combination of media used by the Community. If no written petitions signed by at least twenty-five (25) community members objecting to the new amendments is received, the amendments will be considered adopted. Any objections must be received within sixty (60) days of the circulation date.
If a properly executed objection to the amendments is timely filed by members of the Community, the Board shall then notify the Community that an objection has been filed and that the amendments will be put to Community Members for a vote at the next scheduled Gathering of the Community A majority of votes cast by the member present at that Gathering will be binding.
ARTICLE XIV. RATIFICATION
The bylaws take effect immediately by a three-fourths (3/4) vote of the board.
At a special Board of Directors meeting of the Greater Findlay Area Emmaus Community, an unincorporated association, held on October 18, 2016 said unincorporated association authorized the incorporation of said unincorporated association as a non-profit corporation pursuant to Section 1702.04, Ohio Revised Code, by the same procedure and affirmative vote of its voting members as the bylaws of said unincorporated association requires for an amendment to such bylaws. Notice of said meeting stated that one of the purposes of said meeting was to authorize the incorporation of the Greater Findlay Area Emmaus Community as a non-profit corporation.