Bylaws of the Valley Emmaus Community

Article I.    Name.
The name of this group shall be The Valley Emmaus Community, hereinafter referred to as the Community.


Article II.     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 the world community through the “Walk to Emmaus” experience.


Article III.     Affiliation 
The Community is affiliated with the International Emmaus Program of Upper Room Ministries, Nashville, Tennessee, hereinafter referred to as the Program.

The policies and procedures of the Community shall be in harmony with the policies and procedures of the Program, with the Program taking precedence if the there is disagreement.


Article IV.     Membership 
Section 1. All persons who have completed a weekend experience of The Walk to Emmaus, Chrysalis Flight or Chrysalis Journey sponsored by an Upper Room Emmaus community and residing in the geographic area from Kingsville, Texas, South to the United States / Mexico border and from Laredo, Texas, East to the Gulf of Mexico, permanently or seasonally, shall be members of the Community.
Section 2. Persons who have completed any three-day event recognized by the Roman Catholic Cursillo Movement International, which currently includes Walk to Emmaus, Chrysalis Flight, Chrysalis Journey, Via de Cristo, Tres Dias, Karios Prison Ministries International, Episcopal Cursillo, and Presbyterian Pilgrimage, may become members by participating in the activities of the Community and asking the Secretary of the Community to include their names on the mailing list.


Article V.     Board of Directors 
Section 1. Purpose. Direction of the Community shall be vested in a Board of Directors, hereinafter referred to as the Board.
Section 2. Composition.

The Board will consist of nine (9) elected lay members, two (2) clergy members, and two (2) ex-officio members.
Lay persons who have served as a team member on a Walk to Emmaus, Chrysalis Flight or Chrysalis Journey for the complete 72-hour weekend and who are active in a local reunion group, (2) the Community, and (3) their church are eligible to represent the Community as members of the Board.
Clergy persons who are qualified in accordance with the “Clergy Criteria for Emmaus/Chrysalis” as set forth in the current program Policies and Procedures Manual and have served on a Spiritual Team for a Walk to Emmaus, Chrysalis Flight or Chrysalis Journey three day weekend are eligible to represent the Clergy on the Board. Clergy are nominated by the clergy members serving on the Board and are elected by the Board.


Section 3. Terms of Office.

Laypersons and Clergy on the board shall be elected by the Community members for three (3) year terms in three (3) classes, each class having three (3)  lay members and one (1) clergy member.
Board members cannot succeed themselves in consecutive terms, a term being three years.
Immediate family members shall not serve on the Board concurrently.
Terms of office shall begin June 1 and shall terminate May 31 of the following year, except for officers, who shall serve until election of new officers in June as provided in Article V.


Section 4. Election of Board Members.

Board members are elected by the Community.
The Nominating Committee shall submit to the Board a slate of nominees that includes the number of vacant positions plus, at minimum, two additional nominees.
The ballot shall be provided to the Community members as part of the newsletter, in print or electronic format, and shall be available no later than the Third Saturday of April of each year.
Ballots are to be received by the Board no later than the third Saturday of May of each year.
Election is by majority vote of the ballots cast.
The immediate past Lay Director and immediate past Spiritual Director shall serve on the Board one additional year or the normal period of the term, whichever is longer, as ex-officio members.
The Board may elect persons, upon nominations by the chair, to fill a vacant term until the next regular election for that term. Such persons are eligible for election to a full term by the Community at such regular election.


Article VI.     Officers of the Board  

Section 1. Officers. Officers shall be the: Lay Director (chair of the board), Assistant Lay Director, Spiritual Director, Secretary, Treasurer, Assistant Treasurer and Conference Board Representative. In case of absences, officers will chair meetings in this order. The Assistant Lay Director and Assistant Treasurer must be eligible to serve an additional year on the Board and serve as the Lay Director and Treasurer, respectively, if elected to that post. Officers can accept responsibility for a work area in addition to an elected position on the Board.


Section 2. Election of Officers. Officers shall be elected annually by the Board of Directors at the June meeting for a one year term of office effective with the close of the June meeting.


Section 3. Spiritual Directors. The Spiritual Director of the Community shall be selected from the Community clergy members annually by the Board of Directors and must be eligible to serve as Walk Spiritual Directors according to the guidelines of the Program. The additional clergy member of the Board shall be Assistant Spiritual Director. Term of office shall begin June 1. The Spiritual Director or Assistant Spiritual Director may be replaced during the term by two-thirds (2/3) of the Board affirmative votes.


Article VII.     Duties of Officers 
Section 1. The Lay Director shall:

Be the chief administrative officer of the Board and Community.
Call all meetings and preside over such meetings and shall be a member ex-officio of all committees.
Be responsible and responsive to the Board for all administrative decisions made on behalf of the Board.
Maintain the programmatic intent and integrity of the Program.
See to the setting of the next Board meeting, including the first Board meeting of the next term after the Lay Director steps down.
See to the election of the next Board, as provided by these Bylaws.
See to the ratification of any Bylaws and amendments thereto by the Community.
Be the Community Coordinator of the Emmaus Leadership Training Seminar schedules and attend Leadership Training Sessions at least once a year.
Perform such other duties as directed by the Board.

The Lay Director will be ex-officio members of all committees


Section 2. The Assistant Lay Director shall:

Assist the Lay Director in preparation for possible service as Lay Director.
Preside at Board meetings and shall serve as a member ex-officio of all committees in the absence of, or at the pleasure of, the Lay Director.
Maintain control of the Community Storage facility and its contents.
Maintain the programmatic intent and integrity of the Program.
Attend Leadership Training Sessions every three years.
Perform such other duties as directed by the Lay Director.


Section 3. The Secretary shall:

Keep and distribute the minutes of Board and Community meetings and maintain record of Board members’ attendance and leaves of absence.
Preside at Board meetings in the absence of the Lay Director and Assistant Lay Director.
Maintain the programmatic intent and integrity of the Program.
Perform such other duties as directed by the Lay Director.


Section 4. The Treasurer shall:

Maintain financial records, financial reporting, receipt and distribution of funds, and safekeeping of Community financial assets and records in accordance with generally accepted accounting principles.
Submit a detailed financial report at each regular Board meeting.
Submit annual financial reports to the Community Board, and overseeing church for audit and review no later than January 31 of each year.
Preside at Board meetings in the absence of the Lay Director, Assistant Lay Director, and Secretary.
Maintain the programmatic intent and integrity of the Program.
Train the Assistant Treasurer in preparation for possible succession.
Chair the Finance Committee.
Perform such other duties as directed by the Lay Director.


Section 5. The Assistant Treasurer shall:

Assist the Treasurer and assume the duties in the Treasurer’s absence.


Section 6. The Spiritual Director shall:

Be the theological and spiritual leader of the Board and Community, including ensuring worship and communion occur at Board and Community events.
Have veto power on any suggested Walk Lay Director.
Communicate relevant information to Walk Spiritual Directors and Assistant Spiritual Directors.
Maintain the spiritual intent and integrity of the Program.
Be a coordinator of Emmaus leadership training events.

The Spiritual Director will be ex-officio members of all committees


Section 7. The Conference Board Representative shall:

Serve as outlined in the Bylaws and Policies and Procedures of the program as an active representative from the Community to the program Board of Directors.
Notify the Community Lay Director of need to call special Board meetings, as necessary.
Council and oversee Walk Board Representatives to ensure the integrity of each Walk to Emmaus weekend is maintained according to the guidelines set by the Program.
Maintain the spiritual intent and integrity of the Program. Responsible for community and leadership training.

Article VIII.     Executive Committee 

Section 1. Membership.

The Executive Committee shall consist of:

Lay Director
Assistant Lay Director
Spiritual Director


Section 2. Authority. The Executive Committee shall act on behalf of the Board between meetings and shall have the authority to carry out the intent of the Board.
Section 3. Reports. The Executive Committee shall maintain minutes of all meetings and report to the Board all actions taken on behalf of the Board.
Section 4. Meetings. Meetings of the Executive Committee may be conducted in person, by telephone, facsimile transmission, or by electronic mail.
Section 5. Quorum. A quorum shall consist of four members, including at least one clergy member and three lay members of the Board.


Article IX.     Vacancies on the Board 
Vacancies may be filled in the following manner at a regular or called meeting of the Board.

Section 1. Officers. The Lay Director may appoint a lay member of the Board to fulfill the duties of a vacated lay office, if such becomes vacant, until the next regular meeting of the Board, or if urgency exists, at the next called meeting of the Board. At the next regular or called meeting, the Nominating Committee shall submit at least one candidate to be elected for the unexpired term of the vacated lay office. Vacated clergy offices shall be filled by the Lay Director after consultation with the Spiritual Director. Nominations for lay officers may be received from the floor.
Section 2. Clergy. If a clergy member becomes unwilling or unable to serve the full term for which elected, the Spiritual Director shall submit at least one candidate for election to the unexpired term.
Section 3. Nominating Committee. If a member of the Nominating Committee becomes unwilling or unable to serve the full term to which appointed, the Lay Director shall appoint a member to fulfill the unexpired term of the vacated position.

Article X.     Meetings 
Section 1. The Board shall meet monthly in regular meetings unless otherwise ordered by two-thirds (2/3) vote of the Board in a regular meeting.
Section 2 Quorum. A quorum shall consist of one-half (1/2) members of the Board present at a duly called meeting. The one-half members must include one Spiritual Director or Assistant Spiritual Director and the Lay Director or one Assistant Lay Director.
Section 3. Special or Called Meetings. Special Board meetings may be called by the chair or when requested in writing by one-half (1/2) members of the Board.
Section 4. Faithful Attendance. Three unexcused absences within a fiscal year by a Board members from regular or called Board meetings shall constitute cause for the board chair to send written notification via U.S. Postal Service or electronic mail to the absent member that the member will be automatically released from the Board if the absent member fails to attend the next Board meeting unless there is adequate reason. An excused absence is defined as contacting the board chair or secretary via telephone or electronic communication in advance of the regular or called Board meeting with adequate reason for missing a meeting.


Article XI.    Committees                                                                                                                          

Section 1. Special Committees. The Board of Directors shall name board members to chair the following Special Committees:

Agape Coordinator
Candlelight & Sponsor’s Hour
Gatherings / Community Events
Group Reunions / Follow-Up
Kitchen   (When Needed)


Prayer Vigil
Walk / Flight Team Selection
(See Article XII Section 5)
Weekend Set-up/Break-down


Section 2. Executive Committee. As provided in Article VIII Section 1.
Section 3. Nominating Committee. A Nominating Committee shall prepare and present a slate of nominees for election to fill vacancies on the Board as outlined in Article V Section 4. The Committee shall be comprised of the Spiritual Director or an Assistant Spiritual Director, Lay Director or an Assistant Lay Director, and one to three additional appointees that are familiar with and representative of the Community. The Committee members shall be appointed for a term of one year.
Section 4. The Lay Director and Spiritual Director will be ex-officio members of all committees.


Article XII.     Walk to Emmaus                                                                                                                

Section 1. The Community shall follow the guidelines of Program in the presentation of the three-day (72-hour) experience Walk to Emmaus, referred to hereafter as Community Weekend Event. The guidelines are attached hereto.
Section 2. The Board shall have general oversight in all matters relating to the local Walk to Emmaus Community.

Section 3. The Board shall choose a Lay Director and Board Representative for each Community Weekend Event.
Section 4. The Spiritual Director for each Community Weekend Event shall be selected by the Board based on the recommendation of the Spiritual Director.
Section 5. The Board shall establish a Team Selection Committee for each Community Weekend Event. The Team Selection Committee shall consist of:

Community Spiritual Director,
Conference Board Representative, who serves as chair,
Walk Lay Director,
Walk Board Representative,
Walk Spiritual Director,
and three to four members of the Community who:
have broad awareness of Community members,
have a solid understanding of the Walk to Emmaus whichever is appropriate to the team being selected,
have a solid understanding of team needs, and
equally represent the geographic area of the Community.

Community members are appointed by the board chair. No member of the committee shall serve in more than one Walk Team Selection Committee capacity. Should there be duplicity in positions by one committee member, the board chair shall appoint an individual to serve in that capacity. The board chair will be an ex-officio member of all committees.


Article XIV.     Preemption

In the event of conflict between (a) these Bylaws, (b) the Program, the Program shall preempt these Bylaws.


Article XV.     Amendments

Section 1. Proposed amendments may be presented to the Board by any member of the Community one (1) month in advance of consideration by the Board.
Section 2. If the amendments are voted in the affirmative by a three-fourths (3/4) vote of the Board, they will be circulated to the membership through the Community newsletter and/or website, and if no petitions signed by at least twenty-five (25) community members objecting to the new amendments are received, the amendments will be considered adopted. Any objections must be received within sixty (60) days of the mailing of the notification. If an objection petition is received, the amendment will be considered void.
Section 3. If the Board then wishes to submit the amendment to the entire Community for a vote, it may do so. A majority or plurality of votes cast by the membership will decide the matter.


Article XI.     Ratification

The bylaws shall be posted on the Community website and submitted for approval at the first Community Gathering after the posting. They shall then be ratified following a majority or plurality vote by the membership.


Adopted, certified and ratified by the Community and Board on the ________________. (To be dated when adopted.)

Signed by:

_________________________        ________________________            ___________________________

Mike Carey, Lay Director                             Rev. Cindy Layton, Spiritual Director        Wanda Bennett, Secretary

and all current members of the Board of Directors.

Please send your needs & announcements to the Community Lay Director.
Community Mailing Address: PO Box 743, Combes, TX 78535 –

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