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The Upper Room Emmaus of the Greater Fredericksburg Area is governed by a set of By-Laws. The By-Laws were established at a Gathering in April 1992 by written ballot. At this point, the Steering Committee became a Board of Directors and we became an Emmaus Community. The By-Laws are maintained by the Board of Directors and updated as necessary.

Fredericksburg Emmaus By-Laws...

By-Laws

ARTICLE I.

Name

The name of this community shall be The Upper Room Emmaus of the Greater Fredericksburg Area, Inc., hereinafter referred to as Fredericksburg Emmaus.

ARTICLE II.

Purpose

The purpose of Fredericksburg Emmaus 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 Emmaus experience.

ARTICLE III.

Affiliation

A. Fredericksburg Emmaus is affiliated with the The Upper Room Emmaus Movement, PO Box 189, Nashville, Tennessee 37202-0189.

B. Fredericksburg Emmaus operates as an independent ecumenical non-profit religious ministry. Fredericksburg Emmaus shall take actions to certify its non-profit status with the Postal Service and IRS as required through an umbrella provided to Emmaus communities across the nation by the General Council of the United Methodist Church in October 1992. Services provided by the United Methodist Church do not affect the independent ecumenical status of Fredericksburg Emmaus.

ARTICLE IV.

Membership

Section 1.

All persons who have completed a weekend experience of the Walk to Emmaus sponsored by the Fredericksburg Emmaus Community shall be members of Fredericksburg Emmaus.

Section 2.

Other persons who have completed a Walk to Emmaus, Chrysalis or other Cursillo based weekend may become members by participating in the activities of the Fredericksburg Emmaus Community and asking the secretary or registrar of Fredericksburg Emmaus to include their names in the mailing list.

ARTICLE V.

Board of Directors

Section 1. Powers and Duties.

The powers and duties of the Board of Directors shall be:

A. To provide overall policy direction on issues affecting Emmaus.

B. To disseminate policy statements and information to Fredericksburg Emmaus on issues emanating from the National Emmaus movement.

C. To provide a spokesperson to National Emmaus.

D. To support and facilitate the activities of Emmaus as it seeks to accomplish the purposes reflected in Article II.

E. To encourage and facilitate cooperation between Emmaus and local Christian churches.

F. To maintain general oversight in all matters relating to the conduct of the local "Walk to Emmaus".

Section 2. Membership.

A. The Board will consist of fifteen elected members, twelve lay and three clergy. Prior to nomination and election, Board members shall have served on at least one Emmaus team and attended an Emmaus leadership workshop or Day of Deeper Understanding.

B. Those being nominated for election to the Board should understand that the Emmaus Board is a working Board. The only privilege of being on the Board is the privilege to serve in some capacity to further the Emmaus Movement and fulfill its objectives.

Section 3. Method of Election.

The Board of Directors shall appoint a Nominating Committee of three (3) persons for a one (1) year tern commencing September 1 of each year and terminating August 31 of the following year. The Nominating Committee shall be responsible for the organization and conduct of the Board election at the May Gathering and shall attempt to ensure fair and equal Community representation on the Board. The mechanics of the election process shall include the following:

A. Beginning in February of each year, the Nominating Committee shall receive nominations for Board membership, both lay and clergy, from Fredericksburg Emmaus Community members.

B. Nominations shall be submitted for persons who have agreed to have their names placed in nomination and who meet minimum Board membership requirements. Nominations shall be submitted to the Nominating Committee no later than the March Gathering. The Nominating Committee shall examine the nominations and ascertain that the nomination is valid based on the Board membership requirements in Section 2.

C. The Nominating Committee may add other qualified nominees to the slate as the Committee deems appropriate and desirable to ensure fair and equal representation of the Community, including the following: ecumenical representation, geographical and ethnic distribution, and to ensure a slate of quality nominees. The Nominating Committee should place in nomination a list of nominees larger than the number of vacancies. The slate of valid nominees shall be placed on the ballot for the May election.

D. The Nominating Committee shall advertise the slate of nominees and the time of election at the April Gathering and in the April and May newsletters.

E. The Nominating Committee shall not distinguish between candidates on the basis of manner of nomination. The Nominating Committee shall not endorse any nominees for the Board, nor shall they advocate the defeat of any candidate.

F. Once announced, the list of nominees can be altered only by nominations of qualified candidates from the floor at the May Gathering. Candidates nominated from the floor must be present at the May Gathering.

G. All members of the Emmaus community are eligible to vote. The election shall be conducted by written ballot. An absentee ballot shall be published in the May newsletter, giving a full list of nominees and instructions for voting, including an announcement of a closing date for absentee ballots to be received by mail. Other special instructions pertaining to the election shall be published in the May newsletter.

Section 4. Term of Office.

A. Lay and clergy persons on the Board shall be elected by Fredericksburg Emmaus members to serve a three (3) year term.

B. The term of office shall begin July 1 and shall terminate June 30. All who serve a three year term on the Board must remain off the Board at least two (2) years before being eligible for subsequent nomination. One third of the Board members (nominally two lay men, two lay women, and one clergy member) shall be elected each year at the May Gathering.

Section 5. Officers.

A. Officers shall be the Lay Director, Assistant Lay Director, Secretary, and Treasurer, and in case of absences will chair meetings in this order. Officers can accept responsibility of an appointed position (described below) in addition to an elected position on the Board.

B. Lay Director. The Lay Director shall be a lay member of the Board, and shall preside at Board meetings and be the spokesperson for the Board. An individual may not serve consecutive years as Lay Director. Those Board members eligible for election as Lay Director are those individuals who are on the Board in June and who will also be on the Board the following year. The term of the Lay Director shall run from July 1 through June 30.

C. Assistant Lay Director. The Assistant Lay Director shall perform the duties of the Lay Director in his/her absence. The Assistant Lay Director should be eligible to serve an additional one-year term on the Board, and may serve as the Lay Director in the subsequent year if elected to that post.

D. Secretary and Treasurer. The Secretary and Treasurer should be appointed by the Board from members of the Board willing to volunteer for these responsibilities. The Secretary and Treasurer may be appointed by the Board to succeed themselves in succeeding years until their terms on the Board expire.

E. Appointed Positions. The Board of Directors shall appoint responsible persons from members of the Board, or volunteers from the Fredericksburg Emmaus Community, to fill appointed positions as required including, but not limited to, the following: Music Coordinator, Newsletter, Pilgrim/Team Registration Coordinator, Supply Storage Coordinator, Weekend Literature Coordinator, Manuals and Records Coordinator, Agape Coordinator, Snack Agape Coordinator, Prayer Vigil Coordinator, Procurement Coordinator, Facility Logistics Coordinator, Sponsors Hour Coordinator, Candlelight Coordinator, Facility Cleanup Coordinator, Fourth Day/Gathering Coordinator, Child Care Coordinator, and Day of Deeper Understanding Coordinator.

Persons in appointed positions serve at the pleasure of the Board. As a general rule, the term of office of these appointments shall be from September 1 through August 31 of the following year.

Section 6. Election of Officers.

The Lay Director and the Assistant Lay Director shall be elected annually by the Board of Directors during the spring from those current members of the Board whose terms do not expire at the end of June. Those officers shall serve for a one-year term of office effective with the July meeting.

Section 7. Board Meetings.

A. 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. The time and place of the meetings shall be determined by the Board at the start of the new term of office in July. All Board members shall be notified of changes to the time and place of regular meetings.

B. Special Meetings. Special Board meetings may be called by the Lay Director upon his/her own initiative or when requested in writing by eight (8) members of the Board. Special meetings shall be at least ten (10) days after written notice has been given and a full agenda has been provided to each Board member.

C. Closed Meetings. The Board may hold closed meetings, if it is judged necessary in matters requiring privacy or special discretion.

D. Quorum. Eight (8) members of the Board of Directors present at a duly called meeting shall constitute a quorum.

E. Voting. Each authorized member of the Board shall have one (1) vote. To be able to vote, a member must be present at the meeting when Board action is taken. Proxies are not permitted. A majority of those present and voting shall be required to pass any motion.

F. Regular Board meetings are open to all members of the Emmaus Community; however, only Board members are allowed to make motions and to vote. Persons in appointed positions in Emmaus who are not members of the Board can attend Board meetings to report and to discuss matters of concern with the Board.

Section 8. Community Spiritual Director.

The Community Spiritual Director of Fredericksburg Emmaus shall be selected by the Board of Directors annually in the spring in conjunction with the election of the new Lay Director and Assistant Lay Director. The term of office shall begin July 1. The Spiritual Director may be replaced by the Board during the term by ten (10) affirmative votes.

Section 9. Vacancies on the Board.

The Board may elect persons, upon nomination by the Lay Director, to fill vacancies until the next regular election. Such persons are eligible for election to the Board by Fredericksburg Emmaus at such regular election.

Section 10. Removal of a Board Member.

Board members may be removed for cause by an affirmative vote of ten (10) members of the Board. That Board member must be given written notice at least thirty (30) days prior to the Board meeting when the vote is to be taken.

Section 11. Compensation.

Board members shall serve without compensation; however, members may be reimbursed for expenses incurred in the conduct of official Board business, provided the expense is approved in advance by the Board.

ARTICLE VI.

Standing Committees

The following standing committees are established:

A. Weekend Lay Director Selection Committee. If possible, Weekend Lay Directors should be selected and invited 12 months in advance of the prospective weekends. The Weekend Lay Director Selection Committee shall meet as required to provide recommendations to the Board regarding men and women qualified to serve as Weekend Lay Directors. The Weekend Lay Director Selection Committee shall consist of:

Community Lay Director
Community Spiritual Director
Immediate past Weekend Lay Directors
At-large members as appointed by the Board.

B. Team Selection Committee. If possible, teams should be selected a minimum of 4 months in advance of the prospective weekends. The Team Selection Committee shall meet as required to provide recommendations to the Weekend Lay Director(s) regarding men or women respectively qualified to serve on the next team(s). The Team Selection Committee shall consist of:

Community Lay Director
Community Spiritual Director
Immediate past Weekend Lay Directors
Next Weekend Lay Director(s)
At-large members as appointed by the Board.

C. Pilgrim Selection Committee. If possible, pilgrims should be selected a minimum of 2 months in advance of the prospective weekends. The Pilgrim Selection Committee shall meet as required to provide recommendations to the Pilgrim/Team Registration Coordinator regarding men or women respectively to be invited to attend the next weekend(s). The Pilgrim Selection Committee shall consist of:

Community Lay Director
Community Spiritual Director
Pilgrim/team Registration Coordinator
Weekend Lay Director(s)
At large members as appointed by the Board.

ARTICLE VII.

Walk to- Emmaus

Section 1.

Fredericksburg Emmaus shall follow the guidelines of The Upper Room Walk to Emmaus program in the formation of the three-day (72-hour) experience "Walk to Emmaus", as published in manuals provided by the National Emmaus Program of The Upper Room, Nashville, Tennessee. Exceptions to the order and conduct of Emmaus Weekends must be avoided except as approved by the Board of Directors. Weekend Lay Director/Spiritual Directors must adhere to the design and spirit of the Weekend as prescribed in the manuals, as modified by the local Board. Within this context, specific details of how the teams chose to conduct individual events of the Weekend an the prerogative of the Weekend Lay Director/Spiritual Directors.

Section 2.

Based on recommendations of the Weekend Lay Director Selection Committee, the Board of Directors shall choose a Lay Director for each Fredericksburg Walk to Emmaus weekend.

Section 3.

The Spiritual Directors for each Fredericksburg Walk to Emmaus shall be selected and invited by Fredericksburg Emmaus Community Spiritual Director after consultation with the Board.

ARTICLE VIII.

Amendments

Proposed amendments must be presented to the Board one (1) month in advance and approved by a two-thirds (2/3) vote for presentation to the Community. Proposed amendments presented to the Community will be voted on at a regular Gathering or a called meeting of the membership no sooner than one (1) month after being advertised at a Gathering and in the newsletter. A two-thirds (2/3) majority of those voting shall be required to adopt an amendment.

ARTICLE IX.

Indemnification

The Upper Room Emmaus of the Greater Fredericksburg Area shall indemnify and save harmless any and each and every officer, director, or former officer or director against any and all liability, loss, damages, costs or expenses which may be incurred, suffered, or be required to pay by reason of being or having been an officer or director, except in relation to matters as to which such officer or director shall be adjudged in any action, suit, or proceeding, to be liable for gross negligence or willful misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified hereby may be entitled under any agreement, by vote of the Board of Directors, statutes or otherwise.

ARTICLE X.

Ratification

The Bylaws are to take effect immediately upon certification that a majority of Fredericksburg Emmaus approves them by written ballot.

Approved by unanimous written ballot (57 for, 0 against) at the April Gathering 1992.

Signed by Steven S. Seiden

Steven S.S. Seiden, Steering Committee Chairman

ADDENDUM I to By-Laws

By concurrence of the Fredericksburg Emmaus Steering Committee, this Addendum is effective immediately to guide the transition of Fredericksburg Emmaus from leadership by a Steering Committee to the Board of Directors. This Addendum shall be null and void and deleted from the By-Laws after completion of the first meeting of the Fredericksburg Emmaus Board of Directors.

ARTICLE XI.

Transition from the Steering Committee to the Board of Directors

A. The transition of leadership of Fredericksburg Emmaus from the Steering Committee to the Board of Directors shall occur after ratification of the By-laws and completion of the first election.

B. The first election of members to serve on the Board of Directors shall be conducted in accordance with Article V above. The nominating process shall begin in January/February 1992 so as to comply with the schedule in Article V in parallel with the ratification process for the By-Laws. The actual election shall be conducted only after final ratification of the By-Laws.

C. For the purposes of the first election, the Steering Committee shall act as a Nominating Committee to nominate persons to fill fifteen positions on the Board. Nominees to the first Board should meet the qualifications for membership in Article V, Section 1; however, the Nominating Committee is authorized to make exceptions to the team service requirement for the first Board, if the quantity of qualified nominees falls short of that required to provide a full slate for the election. Nominations from the members of Fredericksburg Emmaus should be provided to a member of the Steering Committee.

D. The Steering Committee chairperson, or another Steering Committee member who was not elected to be on the new Board, shall convene the newly elected Board. The new Board shall select from among themselves a community Lay Director and Assistant Lay Director. The newly elected Lay Director shall conduct the remainder of the organizational meeting.

E. The Board shall elect a Community Spiritual Director.

F. The Board shall divide into three groups, one group each to serve one, two, and three year periods on the Board. The Lay Director shall conduct a drawing among the Board members to determine who will be in each group ensuring distribution of two lay men, two lay women, and one clergy member in each group. Those who draw a one-year tenure will be eligible for renomination and reelection for a new three-year term at the end of the first year. If the first elections are not completed in accordance with the schedule in Article V above (by the May Gathering), the term of those who draw a one-year tenure will be shortened as appropriate to allow for an orderly transition into the annual schedule prescribed.

G. The Board shall approve assignment of Board or Fredericksburg Emmaus Community members to the appointed positions and standing committees designated above.

H. The Board shall set a regular meeting date, discuss the status of each Board member's area of responsibility, plan regular dates for Gatherings, and discuss the need for a community training day to help everyone grow in their understanding of Emmaus leadership.

ADDENDUM II to By-Laws

Article III, Section B is amended as follows:

Remaining By-Laws remain unchanged.

Signed by Debbie Buttram, (August 19, 1996)

Debbie Buttram, Community Lay Director 1996-1997

ADDENDUM III to By-Laws

Having been through the process for Amendments as prescribed in Article VIII of the By-Laws for The Upper Room Emmaus of the Greater Fredericksburg Area, the following Amendment is hereby adopted and effective as of June 14, 1997 when it was approved at the monthly Gathering. The purpose of this Amendment is to delete the requirement in Article VI paragraph C for a Pilgrim Selection Committee composed of the Community Lay Director, Community Spiritual Director, Pilgrim/Team Registration Coordinator, Weekend Lay Director(s), and at-large members as appointed by the Board. This committee is not required by the Upper Room Handbook on Emmaus, is not needed when sponsorship is done correctly, and, although required in the By-Laws, has not actually been done in the past. Pilgrim selection will be done by the Pilgrim/Team Registration Coordinator according to detailed selection guidelines provided by the Board.

Article VI, paragraph C is amended as follows:

Delete entire paragraph.

Remaining By-Laws remain unchanged.

Signed by Kenneth C Koy (June 14, 1997)

Kenneth C. Koy, Community Lay Director 1997-1998

ADDENDUM IV to By-Laws

Having been through the process for Amendments as prescribed in Article VII of the by-laws for The Upper Room Emmaus of the Greater Fredericksburg Area, the following Amendment is hereby adopted and effective as of November 14, 1998 when it was approved at the monthly Gathering. The purpose of this amendment is to reinstate the requirement for a Pilgrim Selection Committee.

Article VI, paragraph C is amended as follows:

Reinstate entire paragraph.

Remaining by-laws remain unchanged.

Signed by Dennis Perkins (November 14, 1998)

Dennis Perkins, Community Lay Director 1998-1999

ADDENDUM V to By-laws

Having been through the process for Amendments as prescribed in Article VII of the by-laws for The Upper Room of the Greater Fredericksburg Area, the following Amendment is hereby adopted and effective as of April 8, 2000 when it was approved at the monthly Gathering. The purpose of this amendment is that it is important that your home church be aware of your desire to serve in this capacity and understand the time commitment.

Article V, Section 2, paragraph A is amended as follows:

The Board will consist of fifteen elected members, twelve lay and three clergy. Prior to nomination and election, Board members shall have served on at least one Emmaus team and attended an Emmaus leadership workshop or Day of Deeper Understanding, and have consulted with and received concurrence from their pastor to serve.

Remaining by laws remain unchanged.

Signed by Richard A. Barnett (April 8, 2000)

Richard A. Barnett, Community Lay Director 1999-2000

ADDENDUM VI to By-laws

Having been through the process for Amendments as prescribed in Article VII of the by-laws for The Upper Room of the Greater Fredericksburg Area, the following Amendment is hereby adopted and effective as of April 8, 2000 when it was approved at the monthly Gathering. The purpose of this amendment is to be consistent with the proposed change to Section 2. It would be difficult for a nominee to consult with their pastor prior to accepting the nomination if nominated the night of the election.

Article V, Section 3, paragraph F is amended as follows:

Once announced, the list of nominees can be altered only by nomination from the floor at the April gathering. Candidates nominated from the floor must be present at the April Gathering. No nominations will be taken the night of the election.

Remaining by-laws remained unchanged.

Signed by Richard A. Barnett (April 8, 2000)

Richard A. Barnett, Community Lay Director 1999-2000

ADDENDUM VII to By-Laws

Having been through the process for Amendments as prescribed in Article VIII of the by-laws for The Upper Room Emmaus of the Greater Fredericksburg Area, the following Amendment is hereby adopted and effective as of February 12, 2005 when it was approved at the monthly Gathering. The purpose of this amendment is to change the name of the community from “Upper Room Emmaus of the Greater Fredericksburg Area” to “Upper Room Emmaus of the Greater Fredericksburg Area, Inc.

Article I. Name: First paragraph is amended as follows:

The name of this community shall be The Upper Room Emmaus of the Greater Fredericksburg Area, Inc., hereinafter referred to as Fredericksburg Emmaus.

Remaining by-laws remain unchanged.

Signed by John Mann (February 12, 2005)

John Mann, Community Lay Director 2004-2005

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