Table of Contents 2017 Community Table of Contents By-Laws Maribyrnong North West Emmaus Community Article 1 - Name... 1 Article 2 Purpose... 2 Article 3 - Membership... 2 Article 4 Board of Directors... 3 Section (b) Section (c) Section (d) Section (e) Section (f) Composition... Error! Bookmark not defined. Election of Directors... Error! Bookmark not defined. Terms of Office... Error! Bookmark not defined. Officers... Error! Bookmark not defined. Election of Officers... Error! Bookmark not defined. Section (g) Meetings... 5 Section (h) Section (i) Section (j) Section (k) Quorum... Error! Bookmark not defined. Spiritual and Lay Directors... Error! Bookmark not defined. Past Chairperson... Error! Bookmark not defined. Special Meetings... Error! Bookmark not defined. Section (l) Vacancies on the Board... 5 Section (m) Absences... Error! Bookmark not defined. Article 5 Committees... 5 Section (a) Portfolios... 6 Article 6 Walk to Emmaus... 5 Article 7 Finance... 6 Section (a) Financial Year... 8 Section (c) Audit... Error! Bookmark not defined. Section (d) Report to the Community... Error! Bookmark not defined. Section (e) Section (f) ABN: 37 690 374 024 Auditor... Error! Bookmark not defined. Bank Account... Error! Bookmark not defined. Article 8- Insurance... 9 Article 9 Amendments... 9 Section (a) Proposed Amendments... Error! Bookmark not defined. Revision: 3.0 18 November 2017 Page 0 Revision 3.0 18 November 2017
Table of Contents Table of Contents Introduction... 1 Article 1 - Name... 2 Article 2 - Purpose... 2 2.1 Purpose... 2 2.2 Responsibility... 2 2.3 Affiliation and Sponsorship... 2 Article 3 - Membership... 2 3.1 Community Members... 2 3.2 Team Members... 2 Article 4 Board of Directors... 3 4.1 Purpose... 3 4.2 Composition... 3 4.3 Election of Board Directors... 3 4.4 Terms of Office... 3 4.5 Family members serving together... 4 4.6 Community Lay Director (CLD)... 4 4.7 Community Lay Director Elect... 4 4.8 Community Spiritual Director (CSD)... 4 4.9 Community Spiritual Director Elect... 4 Article 5 Officers of the Board... 5 5.1 Officers... 5 5.2 Election of Officers... 5 Article 6 Meetings... 5 6.1 Frequency of Meetings... 5 6.2 Quorum... 5 6.3 Special Meetings... 5 6.4 Attendance and Absences... 5 6.5 Agenda and Minutes... 6 6.6 Voting... 6 Article 7 Committees and Portfolios... 6 7.1 Standing Committees and Portfolios... 6 7.2 Standing Committees and the Community Lay Director... 6 Revision: 3.0 18 November 2017 Page 1
Table of Contents 7.3 Vacancies... 6 Article 8 Walk to Emmaus... 6 8.1 Walk Guidelines... 6 8.2 Oversight of Walks... 6 8.3 Selection of Walk Lay Directors... 7 8.4 Selection of Walk Spiritual Directors... 7 8.5 Responsibility for Walks... 7 8.6 Board Representative... 7 8.7 Team Selection Committee... 7 8.8 Board members on Team... 7 Article 9 Chrysalis... 8 Reserved... 8 Article 10 Face to Face... 8 Reserved... 8 Article 11 Finance... 8 11.1 Financial Year... 8 11.2 Budget... 8 11.3 Financial Review... 8 11.4 Report to the Community... 8 11.5 Bank Account... 9 Article 12- Insurance... 9 Article 13 Amendments... 9 13.1 Proposed Amendments... 9 13.2 Voting... 9 Article 14 Ratification... 9 Maribyrnong North West Emmaus Community, 1999-2017 Revision: 3.0 18 November 2017 Page 2
Introduction As a Board member, you would have heard the LORD s call to this ministry. in those days, the word of the LORD was rare; there were not many visions. 1 Samuel 3:1. Samuel said, Speak, for your servant is listening. 1 Samuel 10:10b. You would have prayerfully considered your response to the LORD s call. Then I heard the voice of the LORD saying, Whom shall I send? And who will go for us? and I said, Here am I, Send me!. Isaiah 6: 8. And you are committed to serving in this ministry for the term of your office. Each of you should use whatever gift you have received to serve others, as faithful stewards of God s grace in its various forms. 1 Peter 4:10. The Maribyrnong North West Emmaus Community (MNWEC) Board is a Managing Board, which is a group of people who manage the operations as a collective group. The Board makes the operational decisions of what gets done and the long-term decisions about how to organise operations to achieve the Emmaus purpose. MNWEC is also a Working Board that leads the organisation but each member also takes on an active working role, as the Board does not hire employees. Thank you for hearing GOD s call, for responding to the call and for committing to serve as a member of the MNWEC Board. These are expectations of a Managing and Working Board member: Whatever you do, work at it with all your heart, as working for the Lord, not for human masters, since you know that you will receive an inheritance from the Lord as a reward. It is the Lord Christ you are serving. Colossians 3:23-24 Revision: 3.0 18 November 2017 Page 1
Article 1 - Name The name of this Community shall be the Maribyrnong North West Emmaus Community of Victoria, Australia, hereinafter referred to as the Community. Article 2 - Purpose 2.1 Purpose The purpose of the Community shall be to inspire, challenge and equip church members for Christian action in their homes, churches, places of work and communities through the Walk to Emmaus experience. 2.2 Responsibility The Community acknowledges its responsibility to the National Emmaus Secretariat of Australia to help it establish, encourage, support and give leadership to other Emmaus Communities in Australia. 2.3 Affiliation and Sponsorship This community is affiliated with the Australian National Secretariat of the Walk to Emmaus, and through the Secretariat with the International Walk to Emmaus movement, The Upper Room, Nashville, Tennessee, USA. This Community, as part of the Australian Walk to Emmaus National Secretariat is sponsored by the Uniting Church in Australia National Assembly, through a signed Memorandum of Understanding. Article 3 - Membership 3.1 Community Members a) All persons who have completed a weekend experience of the Walk to Emmaus sponsored by the Community shall be members of the Community. b) All persons who have completed a Walk to Emmaus, Face to Face, Cursillo, Alarga, Chrysalis Flight, Kairos, Tres Dias or other approved experience based program, may become members by participating in the activities of the Community; and requesting the Secretary or Database Administrator to include their name and details in the Community database. 3.2 Team Members Team members for any Community events shall be drawn from active Community members as defined in Article 3.1. Revision: 3.0 18 November 2017 Page 2
Article 4 Board of Directors 4.1 Purpose The Board shall be an active Board and give such direction as to help the Community best achieve its purpose pursuant to Article 2. 4.2 Composition The Board will consist of up to fifteen (15) elected members (preferably 12 Lay and 3 Clergy), with a minimum of eight (8) plus the Community Spiritual Director. 4.3 Election of Board Directors a) Board members are elected by the Community. b) Nominations will be called for from the Community each August. c) The nominating committee, made up of the Secretary, Community Lay Director (CLD) and Community Spiritual Director (CSD) shall submit the names of the nominees to the Board. d) If insufficient nominations are received to fill all vacancies, the Board will review the nominations and accept or decline without going to a ballot. e) If a ballot is required, a ballot shall be provided to the Community members by the 30 th of September. f) Ballots are to be received by the Board no later than the 31st October. g) Election is by a majority of votes of the ballots cast. h) The Board may appoint persons at any time, upon nomination by the Chair, to fill a vacancy until the next regular election. Such persons are eligible for election to a full term at the next regular election. i) Appointed Board members who are eligible for election shall complete a nomination form and go through the normal election process at the next regular election. j) Elected Board members who are eligible for re-election shall complete a nomination form and go through the normal election process at the next regular election. 4.4 Terms of Office a) The Board members shall be elected for three-year terms. b) Elected Board members will be eligible to offer themselves to be re-elected for a second three (3) year term. Re-election will be pursuant to Article 4.3. c) Appointed Board members will be eligible to offer themselves to be elected at the next regular election. Election will be pursuant to Article 4.3. d) Board members may serve up to a maximum of six (6) years, and then a break of a minimum of twelve (12) months must be taken. e) Board members shall begin their term with the Board Meeting in November and the retiring Board members terminate their service at the end of the year. The period in between will constitute a changeover time. f) All members of the Board shall sign a Covenant to follow the Upper Room Handbook on Emmaus as required by the National Secretariat. Revision: 3.0 18 November 2017 Page 3
4.5 Family members serving together a) Family members may serve together as Board members in a shared role/s except for officer positions. (See 5.1a) b) For voting purposes family members serving together in a shared role/s will constitute a single vote. c) No more than two family members shall serve on the Board at any one time. 4.6 Community Lay Director (CLD) a) The Community Lay Director shall be appointed by the Board annually. The term of office shall begin at the close of the final Board Meeting of the calendar year. b) The Community Lay Director must have served as a Walk Lay Director and circumstances permitting, served as Community Lay Director Elect for a period of 1 year. c) The Community Lay Director shall not be assigned or take on any portfolio, as they are already ex-officio members of all committees and portfolios. d) The Community Lay Director may be replaced during the term by the affirmative votes of two-thirds (2/3) of Board members. e) When the Community Lay Director has completed their final term, they shall stay on the Board for a further year to mentor the new Community Lay Director. f) If the ex-community Lay Director's term as an elected Board member has expired and he/she has not sought re-election to the Board, they will have speaking rights but not voting rights. g) The position of Community Lay Director shall not be a shared role. 4.7 Community Lay Director Elect a) During the final year of a Community Lay Director's term, a replacement is to be elected by the Board of Directors. b) The Community Lay Director Elect must have served as a Walk Lay Director and must be able to serve an additional term on the Board. 4.8 Community Spiritual Director (CSD) a) The Community Spiritual Director shall be appointed by the Board annually. The term of office shall begin at the close of the final Board Meeting of the calendar year. b) The Community Spiritual Director must have served as a Walk Spiritual Director, unless approved by the National Board, and circumstances permitting, served as Community Spiritual Director Elect for a period of 1 year. c) The Community Spiritual Director may be replaced during the term by the affirmative votes of two-thirds (2/3) of Board members. d) The position of Community Spiritual Director shall not be a shared role. 4.9 Community Spiritual Director Elect a) During the final year of a Community Spiritual Director's term, a replacement is to be elected by the Board of Directors. b) The Spiritual Director Elect must have served as a Walk Spiritual Director and must be able to serve an additional term on the Board. Revision: 3.0 18 November 2017 Page 4
Article 5 Officers of the Board 5.1 Officers a) Officers of the Board shall be Chairperson, Secretary and Treasurer. b) The Community Lay Director will normally act as the Chairperson, but may nominate an alternative Board member to act in this role. c) In the event of absences, the meeting will be chaired in the above order (see 5.1a). d) The Secretary and Treasurer may also accept responsibility of a portfolio/work area in addition to an elected position on the Board. e) Officers of the Board shall not be shared roles. 5.2 Election of Officers Officers shall be elected by the Board of Directors at the final meeting of the calendar year, for a one-year term effective with the close of the meeting. The period after this meeting until the first meeting of the following year shall be considered a handover period, with the incumbent mentoring the incoming officer. Article 6 Meetings 6.1 Frequency of Meetings The Board shall meet at least ten (10) times annually in regular meetings, unless otherwise determined by a two-thirds (2/3) vote of those attending a regular Board meeting. At least five (5) meetings must be held face to face. 6.2 Quorum One half (1/2) plus one (including at least one officer) of the total membership of the Board shall constitute a quorum provided that, if a quorum is not obtained, those present may transact the business of the agenda subject to ratification of the Board via another meeting or alternative method. 6.3 Special Meetings A special meeting shall be called by the Community Lay Director/Chairperson when so requested by six (6) members of the Board. 6.4 Attendance and Absences a) If a Board member is unable to attend a Board meeting, they must personally advise the Secretary at least 24 hours prior to the meeting, circumstances permitting. b) If a Board member is absent for three (3) consecutive Board meetings, having notified the secretary of their absence, or, if a Board member is absent for three (3) Board meetings in a calendar year, without an acceptable apology or approved leave of absence, that Board member is in breach of their obligations to the Board. c) If a Board member is in breach of their attendance obligations then this shall constitute an automatic expiration of the term of the member. Reinstatement may occur following review of such absences by the Community Lay and Spiritual Directors. Revision: 3.0 18 November 2017 Page 5
6.5 Agenda and Minutes a) Agendas for meetings should be provided at least 48 hours prior to any meeting. b) Agenda items must be submitted to the Secretary at least four (4) days prior to any meeting. c) All monthly portfolio and committee reports must be provided to the Secretary at least four (4) days prior to any meeting and shall be added to the minutes as appendices. d) Minutes shall be recorded for all Board meetings and must be distributed to all Board members within seven (7) days of that meeting. 6.6 Voting a) All voting outcomes shall be recorded in the meeting minutes. Including a record of votes for and against. b) Where voting is required, a secret ballot must be held if requested by any member of the Board. Article 7 Committees and Portfolios 7.1 Standing Committees and Portfolios a) The Board shall appoint Community members (who may or may not be Board members) to be responsible (Chairperson) for all portfolios and committees established by the Board. b) All portfolio and committee Chairpersons shall submit a brief report or meeting minutes on their specific portfolio or committee, to the Secretary at least four days (4) prior to each monthly Board meeting. (See 6.5c) 7.2 Standing Committees and the Community Lay Director The Community Lay Director shall be an ex-officio member of all committees. 7.3 Vacancies If a committee or portfolio position becomes vacant for any reason, the Board will seek a replacement from the Community as soon as possible. Other Board members may assist with that committee or portfolio until such time a new person is appointed, but shall not take on the position full time. Article 8 Walk to Emmaus 8.1 Walk Guidelines The Community shall follow the guidelines of the Australian National Secretariat (which is accountable to the International Emmaus Movement) in the formation of the three day (72 hours) Walk to Emmaus experience as set out in the Lay Director's Manual and the Australian Three Day Schedule. 8.2 Oversight of Walks The Board shall have general oversight in all matters relating to The Walk to Emmaus Maribyrnong North West Community. Revision: 3.0 18 November 2017 Page 6
8.3 Selection of Walk Lay Directors The Board shall elect the Walk Lay Directors after receiving recommendations from the Community Lay and Spiritual Directors. 8.4 Selection of Walk Spiritual Directors The Board shall elect the Walk Spiritual Directors after receiving recommendations from the Community Lay and Spiritual Directors. 8.5 Responsibility for Walks The Walk Lay and Spiritual Directors are responsible to the Board as leaders of the Walks. 8.6 Board Representative The Board shall elect a suitably experienced person as the Board s representative for the Walks, as Support Lay Director. It is recommended that this person has previously been a Walk Lay Director. 8.7 Team Selection Committee a) The Team Selection Committee should comprise: Board member (Chairperson) Community Lay Director Community Spiritual Director Walk Lay Directors Walk Spiritual Directors Walk Lay Directors from most recent walks. Other experienced members of the Community. b) The team selection committee shall convene after the Walks each year to review and recommend suitable candidates for team selection. c) The team selection list shall be presented to the Board for endorsement prior to team members being invited by the Walk Lay Director. d) The Team Selection Committee should meet, in person, for at least the first meeting and, if possible, one other meeting. 8.8 Board members on Team a) In planning of the teams, it is intended that no more than half (1/2) of the currently serving Board members shall be on Walk teams, including support roles, in any calendar year. This shall be achieved by mutual agreement amongst team member candidates, keeping in mind the specific needs of the team, and availability of alternative candidates. If agreement cannot be achieved in this way, the Community Lay Director, in consultation with the Community Spiritual Director and Walk Lay Director/s shall make the final decision. b) If a Walk Lay Director is a current serving Board member, they shall stand down from all Board duties, including all portfolio positions, committees and responsibilities for a period of at least 3 months prior to the Walk and at least 1 month after completion of the walk. During this time, they will not be required to attend monthly Board meetings. Revision: 3.0 18 November 2017 Page 7
c) Board members serving on team shall delegate their duties to another Board member who is not on team, and who is suitably experienced to fulfil those duties during the period of their walk commitments. d) Board members may from time to time may be invited by other Emmaus Communities to participate in Teams and/or assist in other roles. 1. Prior to accepting such roles, the Board member must first seek permission from the Board. 2. The Board member shall not accept any role that would conflict with their duties and obligations to the Board. Article 9 Chrysalis Reserved Article 10 Face to Face Reserved Article 11 Finance 11.1 Financial Year The financial year of the Community shall be 1st January to 31st December each year. 11.2 Budget In the first meeting of the new financial year, the Board shall adopt a budget for the income and expenditure of the current year. The Board shall be competent to vary the budget during the year provided the variation is not inconsistent with the spirit of the original budget. 11.3 Financial Review a) No later than 31st March each year, for the April meeting, the Board shall have all statements of income and expenditure scrutinised. b) A suitably qualified or experienced person shall be appointed at the beginning of each financial year. The appointed person should be a member of the Community or another Emmaus Community, whom the Board is satisfied, is competent to scrutinise the Community's accounts. c) The designated person shall not be a member of the Board. d) A record of this process shall be submitted with the April monthly financial report. 11.4 Report to the Community In the Newsletter after the financial review date each year, the Board shall notify the Community of the recent review and that this report will be available to Community members upon request. This report shall include, an account of the finances for the past year, as scrutinised, compared to the budget for the current year. Revision: 3.0 18 November 2017 Page 8
11.5 Bank Account The bank account of the Community should be styled "Maribyrnong North West Emmaus Community and maintained at a bank convenient to the Treasurer of the Community. Article 12- Insurance At a Board meeting each year, the Board will satisfy itself that the following insurance cover has been effected for the following twelve (12) months. a) Public Liability protection indemnifying the Community and its members and affording cover to such amount as shall be determined by the Emmaus Australia Secretariat from time to time. b) Other protection as deemed necessary by the Board. Article 13 Amendments 13.1 Proposed Amendments Proposed amendments of these bylaws may be presented to the Board by any member of the Board one (1) month in advance of consideration by the Board. 13.2 Voting If the amendments are voted in the affirmative by three quarters (3/4) vote of the Board, the Community members will be notified through the Community newsletter, and copies will be made available to the Community via electronic means or posted upon request for voting. Adoption will be by a majority of affirmative ballots returned. Article 14 Ratification The By-Laws take effect immediately upon certification of the Board that the requirements of Article 13 have been met. Document History Document: Community Bylaws Responsible Person: CLD Scheduled Review Date: 01 Oct 2020 Revision: Review Committee Date: Notes: Board Approved: 1.0 Feb 2001 Original Document 1.1 IP May 2010 Minor Amendments 02 Jul 2010 2.0 AC, JG, RVH 12 Nov 2015 Major Revision, new structure and format. 28 Nov 2015 3.0 AC, IP, SS, MC 07 Oct 2017 Numerous Revisions, Added Introduction 18 Nov 2017 Revision: 3.0 18 November 2017 Page 9