The Upper Room Emmaus of the Greater Fredericksburg Area, Inc. 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. The by-laws below were rewritten, voted on and accepted by the community at a Gathering in April 2016. Click here to see the previous by-laws

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

Fredericksburg Emmaus is affiliated with the International Emmaus Program of Upper Room Ministries, Nashville, Tennessee.

B.  Fredericksburg Emmaus operates as an independent ecumenical non-profit religious ministry. Fredericksburg Emmaus applied for and was approved for non profit status, Section 501(c)(3) on December 6, 2005.

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 or 4th Day based weekend may become members by participating in the activities of the Fredericksburg Emmaus Communion.

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 Fredericksburg Emmaus.

B.  A. To disseminate policy statements and information to Fredericksburg Emmaus on issues emanating from the International Emmaus Program of Upper Room Ministries, Nashville, Tennessee.

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

D.  To encourage and facilitate cooperation between Fredericksburg Emmaus and local Christian churches.

E.  To maintain general oversight in all matters relating to the conduct of the local Fredericksburg Emmaus activities

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 requisite follow-up training.

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

Section 3.  Method of Election.

The Board of Directors shall appoint a Nominating Committee of three (3) persons for a one (1) year term. They shall be appointed under the provisions of Article V, Section 5: The Nominations Committee shall be responsible for the rganization and conduct of the Board elections. The mechanics of the election rocess shall include the following:

A.  Beginning in August 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 September 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 November election.

D.  The Nominating Committee shall advertise the slate of nominees and the time of election at the September Gathering and in the October and November 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.  All members of the Fredericksburg Emmaus community are eligible to vote.  The election shall be conducted by written ballot.  An absentee ballot shall be published in the October 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 or other authorized means.  Other special instructions pertaining to the election shall be published in the October newsletter.

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

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 January 1 and shall terminate December 31.  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 November 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 and the Fredericksburg Emmaus Community.  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 January and who will also be on the Board the following year.  The term of the Lay Director shall run from January 1 through December 31.

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. The Board selects chairs for these committees from among the elected members of the Board. These committees may include but are not limited to Nominations Committee, Communications Coordinator, 4th Day Training Coordinator and those Standing Committees under Article 6 of the by-laws.

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 February 1 through January 31 of the following year.

F. Provide a spokesperson to the International Emmaus Program of Upper Room Ministries, Nashville, Tennessee.

Section 6.  Election of Officers.

The Lay Director and the Assistant Lay Director shall be elected annually by the Board of Directors from those current members of the Board whose terms do not expire at the end of December.  Those officers shall serve for a one-year term of office effective with the January 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 January.  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 held at least ten (10) calendar 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 Fredericksburg Emmaus Community; however, only Board members are allowed to make motions and to vote.  Persons in appointed positions in Fredericksburg 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 January 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. Any changes to this compensation policy (other than expense reimbursement) shall be governed by the "Procedures for Determining Compensation for Members of the Board of Directors, Officers, and Independent Contractors" that was filed with the IRS as part of the 501(c)(3) approval process.

Section 12.  Conflict of Interest.

Transactions or arrangements that might benefit the private interest of an officer or a member of the Board of Directors of Fredericksburg Emmaus shall be governed by the "Conflict of Interest Policy" that was filed with the IRS as part of the 501(c)(3) approval process.

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 recommendations are to be communicated to the Board for approval before the candidates are asked. The Weekend Lay Director Selection Committee shall consist of:

• Community Lay Director
• Community Spiritual Director
• Immediate past Weekend Lay Directors
• At-large non-board** members as appointed by the Board.
  ** Note: Three or four nonboard members should be appointed. If the immediate past WLDs are nonboard members, then only one additional nonboard member need be appointed.

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 recommendations are to be communicated to the Board for approval before the candidates are asked.  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 recommendations are to be communicated to the Board for approval before the candidates are asked.  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 International Emmaus Program of the Upper Room Ministries, 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 choose to conduct individual events of the Weekend are 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 recommended to the Board for approval by the Fredericksburg Emmaus Community Spiritual Director and the selected Weekend Lay Director.

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 written ballot at the April Gathering 2016.

Signed by Terry Cook

Community Lay Director