ARTICLES OF ASSOCIATION AND BY-LAWS OF BLUE LAKE EMMAUS COMMUNITY ARTICLE I NAME The name of this community shall be the Blue Lake Emmaus Community of the Alabama-West Florida Conference, United Methodist Church, hereinafter referred to as the Community. ARTICLE II PURPOSE Section 1. The objective of this Community shall be to help bring about spiritual renewal by inspiring, challenging, and equipping church members for Christian action, in their homes, churches, places of work, and communities through the Emmaus experience. Section 2. This Community is affiliated with the International Emmaus Movement, The Upper Room, and Nashville, Tennessee. Section 3. The Internal Revenue Service confirmed the Community s 501(c) (3) status on August 19, 1988. ARTICLE III MEMBERSHIP Section 1. All persons who have completed a weekend experience of The Walk to Emmaus sponsored by the Blue Lake Community shall be members of the Community. Section 2. Persons who have completed a Walk to Emmaus, Cursillo, Tres Dias, or other expressions of this three (3) day experience recognized by the International Emmaus Movement, The Upper Room, Nashville, Tennessee, may become members of the Community after verification of participation in one of these events. After verification, the Registrar will include their names in the Community database. Section 3. Section 4. information. Members may resign from the Community through written notice to the Registrar. Members are responsible for advising the Registrar in writing of changes to their contact BLE: Community ByLaws.2012 1
ARTICLE IV BOARD OF DIRECTORS Section 1. Direction of the Community shall be vested in an ecumenical Board of Directors. Section 2. The number of members serving on the Board of Directors shall be fifteen (15) and shall be constructed in the following manner: a) The Spiritual Director of the Blue Lake Emmaus Community. b) Fifteen (15) members from the Blue Lake Emmaus Community forming three (3) classes of five (5) members per class (4 laity and 1 clergy). c) Clergy shall have previously served as Spiritual Director on a Blue Lake Emmaus Walk and be an elder of the United Methodist Church or the equivalent in other denominations. Laity shall have previously served as a Lay Director on a Blue Lake Emmaus Walk. d) No member of the Board shall be financially or materially compensated by the Community for time expended while serving on the Board. Section 3. Term of Office. a) Terms will align with the calendar year: January 1 through December 31. b) The term of each class shall be three (3) years. c) The Community Spiritual Director and Community Lay Director shall be elected by the Board from within the elected classes. The resulting vacant clergy and laity positions shall be filled by the clergy or laity having the next most votes in the most recent election. This clergy or laity becomes a member of the class from which the new Community Spiritual or Lay Director was elected. d) Elected members will not be eligible to serve again for at least two years after their term is complete. e) Individuals cannot serve concurrently on the Blue Lake Emmaus Board of Directors and on the board of other expressions of this three (3) day experience recognized by the International Emmaus Movement. f) Spouses may not serve concurrently on the Blue Lake Emmaus Board of Directors in voting positions. Section 4. Elections a) The Board shall make every effort to include nominees from across the Community s geographical and ecumenical spectrum. b) Ballots must be postmarked by the date specified on the ballot to be valid. Ballots received after the votes are counted will not be included in the results. One calendar week from the postmark deadline will be allowed for ballots to arrive. Ballots will be distributed a minimum of three weeks before the deadline.announcement of any election or referendum shall be published electronically a minimum of 4 weeks before the vote opens. All votes will be held open a minimum of 2 weeks. BLE: Community ByLaws.2012 2
c) Nominees will be published as synchronous as possible with the start of ballot distribution publication. Results will be published after the Board is provided the results, but not later than December 31. Results are final; there is no recount mechanism. d) Each Community member is authorized a single vote. Proxy votes are not accepted. e) The laity and clergy receiving the highest number of votes will become members of the next class beginning on January 1 of the following year. Section 5. The Board shall meet at least bi-monthly in regular meetings unless otherwise ordered by two-thirds (2/3rds) vote of the Board in a regular meeting. The Board shall meet a minimum of 5 times per year, during walk weekends or at other times agreed upon by the Chairman and a majority of Board members. Section 6. Officers shall be the Chairperson (aka: Community Lay Director), the Vice Chairperson, and Secretary. Meetings will be chaired in this order. Section 7. quorum. Members of the Board of Directors present at a duly called meeting shall constitute a Section 8. Officers shall be elected annually by the Board of Directors at the last regular board meeting for the calendar year for a one (l)-year term effective January 1st of the following year. Officers of the Board may be elected to succeed themselves with the exception of Chairperson of the Board who cannot serve more than two (2) consecutive terms. Section 9. The immediate past Chairperson may serve as a non-voting member of the Board of Directors for one (l) additional year or the normal term of class, whichever is longer. Section 10. If any Board member is unable to fulfill his/her term, or if any person nominated on this date is unable to serve, the Board of Directors will be responsible for filling that vacancy. The Chairperson consults the Registrar for the results of the last voting process, and contacts the individual with the next highest number of votes for consideration to serve on the Board to fulfill the Board member s tenure. Section 11. The Spiritual Director of the Community shall be selected by the Board of Directors annually, at a regular Board meeting prior to the mailing of the ballot publication, for the next calendar year for a one (l) year term. Term of office shall begin January 1st and go through December 31st. The Spiritual Director cannot serve more than two (2) consecutive terms. Section 12. a) Special Board meeting may be called at any time by the Chairperson or when requested in writing by eight (8) members of the Board, or; (b) An Executive Board composed of officers, Spiritual Director and two (2) voting members shall be authorized to call and conduct emergency meeting. BLE: Community ByLaws.2012 3
Section 13. The Treasurer, Registrar, Newsletter Editor, and Webmaster are established as non-voting, non-elected positions. They are not excluded from holding elected positions. Each non-elected position requires an interview and simple majority vote of the Board for approval. a) The Treasurer shall develop, document, and maintain monetary procedures; manage credit card accounts; provide a written quarterly financial report and report financial issues at least quarterly; submit financial data for audit as required by the Board, and file any required Internal Revenue Service tax forms. All financial requirements and expenditures will be coordinated through the Treasurer, except those that have standing approval as defined by policy. b) The Registrar shall process applications and deposits; manage and backup the membership and community contact database; provide the Treasurer a quarterly financial report of unused deposits; maintain a post office box to receive applications; furnish written attendance confirmation for original Community members directly to the member or to another Community should the member wish to transfer their membership; notify sponsors and candidates when positions are available; report registration issues to the Board; provide applications and address verification cards to the Lay Director for each walk, and manage annual elections. c) The Newsletter Editor shall collect articles and other information for the newsletter; design the layout of the newsletter, and submit the newsletter for publication prior to each walk. d) The Webmaster shall maintain the Community web site; make changes as requested by the Board, and renew the domain name and web hosting account when due. ARTICLE V COMMITTEES Section 1. The Board of Directors or Chairperson shall annually name Board members to give oversight to committees as outlined in the Upper Room Handbook on Emmaus. These persons shall relate to any persons working in his/her area of responsibility during a Walk. Section 2. The Chairperson of the Board shall be an ex-officio member of all standing committees. Section 3. The Board of Directors shall annually appoint a Nominating Committee that will submit nominations for the upcoming election of Board members. The Nominating Committee shall be made up of the Executive Committee (Chairperson, Vice-Chairperson and Secretary) and 3 elected members of the Board. ARTICLE VI WALK TO EMMAUS Section 1. The Community shall follow the model of the International Emmaus Movement in the formation of the three (3) -day (72-hour) experiences. Any deviations will be documented in the Board Representative s Report to the Board from each walk and in the meeting minutes of the Board of Directors. BLE: Community ByLaws.2012 4
Section 2. The Board of Directors shall have general oversight in all matters relating to the Blue Lake Community Walk to Emmaus. Section 3. The Board of Directors shall choose a Lay Director and Spiritual Director for each Blue Lake Community Walk to Emmaus. Section 4. The Team Selection Committee will function to assist individual Walk Lay Directors in the team selection process. The committee is to serve as a source for Walks during a given calendar year and will be composed of: a) Four (4) members of the Community who have been past Lay Directors. b) One (l) former Spiritual Director from the Community c) Community Spiritual Director (ex-officio) d) Board Chairperson (ex-officio) e) Community Training Chairperson, and f) One (1) Board member who shall serve as Chairperson of the Team Selection Committee. ARTICLE VII AMENDMENTS Proposed amendments must be presented to the Board one month in advance and voted in the affirmative of approved by two-thirds (2/3rds) vote then circulatedpublished to the general community for mail vote. Adoption requires a simple majority of ballots returned votes received. ARTICLE VIII ADOPTION These By-Laws are to be circulated to the Community in the following manner: 1) by posting bylaws document the Bylaws in its entirety on the Community s website, and 2) attaching a copy of the bylaws document Bylaws in its entirety to the Community s newsletter., and 3) a paper copy of the bylaws document made available to members without email capabilities through Cluster contact members. Adoption of bylaws must be passed by a simple majority of ballots returned to the Board votes received. ARTICLE IX DISSOLUTION In the event of dissolution, the residual assets of the organization will be turned over to one (l) or more organizations which themselves are exempt as organizations described in Sections 501(C)(3) and 170(C)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the Federal, State or local government for exclusive public purpose. BLE: Community ByLaws.2012 5
Notwithstanding any other provision of these articles, this organization will not carry on any other activities not permitted to be carried on by: a) an organization exempt from Federal Income Tax under Section 501(C)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law; or b) an organization, contributions to which are deductible under section 170(C)(2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States Internal Revenue Law. These Articles of Association and By-Laws are to take effect immediately upon certification of the Board that a majority of the Community approves them. All prior Articles of Association and By-Laws become superseded in their entirety upon approval. Adopted and certified by Board of Directors: AMENDED BY THE BOARD OF DIRECTORS AND BLUE LAKE EMMAUS COMMUNITY BLE: Community ByLaws.2012 6