---
Date: 2026-07-23
Author: Hermes (for Adolfo Reyna - President)
Tags: [emic-fl, board-meeting, script, agenda, governance, 2026-07-23]
Meeting: Board Meeting EATC-FL — July 23, 2026 7:00 PM ET
Zoom: ID 84159670576 — https://us06web.zoom.us/j/84159670576 (from prior meeting)
Location: Zoom (per bylaws Art VI Sec 4 — special meetings may be held online) + 220 Emerald context
Board: Adolfo Reyna (President), Carmen Boney, David Hewitt (Treasurer), Jibran Oliveros (Secretary), Fady Boulos
---

# EMIC Florida Board Meeting — July 23, 2026 — 7:00 PM ET — Formal Agenda & President's Script

**Meeting Type:** Regular Board Meeting (Art VI Sec 3) — additional regular meeting by prior board resolution / notice given
**Compliance:** Notice given per Art VI Sec5 (written/oral). Attendance waives notice unless objection for unlawful call. Quorum = majority of Board per Art VI Sec7. Decisions by majority of directors present at quorum per Art VI Sec8 unless greater required by law/bylaws.
**Amendment Notice:** 14 days per Art XIX if bylaws amendment contemplated — NOT contemplated tonight except as review; no amendment vote tonight.
**Records:** Per Art XV — minutes of proceedings to be recorded by Secretary and kept at principal office. Books/records inspection allowed for proper purpose.

---

## PRE-MEETING CHECKLIST FOR SECRETARY (Jibran)

- [ ] Confirm written notice sent (email/Zoom invite qualifies as written notice per Art VI Sec5)
- [ ] Confirm roll call sheet
- [ ] Have prior minutes available: May 18, 2026
- [ ] Have bylaws available: 2024-12-30 adopted version (35 pages, Chitwood & Chitwood)
- [ ] Have financials: treasurer's QuickBooks monthly expense report (automated per May 18 action, target 15th monthly), YTD actuals, building fund $21k balance, income drop notes
- [ ] Have facility estimates: barn conditioning, front room AC donation + Omar install quote, central AC $7200 quote for 220 Emerald main house, little house meter note
- [ ] Recording consent (Zoom): Announce if recording and note in minutes

---

## AGENDA — OFFICIAL ORDER

1. Call to Order & Opening Prayer
2. Roll Call & Declaration of Quorum
3. Approval of Agenda
4. Approval of Minutes from Previous Meeting (May 18, 2026)
5. President's Report — 220 Emerald Property & Elder Meeting July 21, 2026
6. Treasurer's Report / Financial Review (Art VII Sec6c)
   - 2026 YTD vs Budget — income drop, benevolence increase, fixed costs LSA $535 + Office $500
   - Building Fund $21k
   - Monthly expense reporting automation — status of QuickBooks reports on 15th
7. Facilities Committee Report
   - Barn feasibility update (zoning/permit/nuisance — NOT feasible for Sunday public gathering per elder consensus)
   - Low-cost residential-use alternatives (practice, recording, hangout/coffee bar, intercession)
   - Fans/extractor discussion, professional recommendation need
   - Front room AC — Marlene donation, Omar quote
   - Main house central AC $7200 + second estimate (Alberto referral), mini-split contingency
8. Strategic Planning Update (1-3 year)
   - Permanent place: buy/rent/lease-to-own
   - Technology/Digital Ministry — livestream report (prep for Ari/Sardius)
   - Missions — East Africa, Chiapas
9. Annual Bylaws Review (Art XIX)
   - Review 2024-12-30 consolidated bylaws
   - Confirm no amendments proposed tonight — schedule individual review as done May 18
10. Legal & Compliance Review
    - 501(c)(3) status, IRS Form 990 filing status, state nonprofit compliance
    - Insurance (liability, D&O, property)
    - Safeguarding / child protection policies
    - Contracts/leases (LSA, office)
11. Old Business / Carryover Action Items from May 18
12. New Business
    - Next steps on building fund direction in light of 220 Emerald constraints
    - Communication protocol with Elders
    - Inclusion of Adolfo in future facility planning (per July 21 commitment)
13. Announcements & Good of the Order
14. Review of Decisions, Action Items and Owners
15. Adjournment

---

## FORMAL MEETING SCRIPT — WORD FOR WORD — PRESIDENT (DR. ADOLFO REYNA)

> This script uses proper nonprofit board terminology per Robert's Rules of Order (Newly Revised) and Florida nonprofit corporation law compliance language. Bylaws citations included for legality.

### 1. CALL TO ORDER

**PRESIDENT (Read):**

"Good evening. The time is 7:00 PM. I now call to order the regular meeting of the Board of Directors of Emmanuel Ministries International Church Florida, a Florida nonprofit corporation, held on July 23, 2026, via Zoom.

This meeting has been duly noticed pursuant to Article VI, Section 5 of our Bylaws. We are meeting online as permitted under Article VI, Section 4 for special and regular meetings whether online or in-person.

Before proceeding, I would like to open with prayer for wisdom, unity, and faithful stewardship."

*[Pause for prayer]*

### 2. ROLL CALL & DECLARATION OF QUORUM

**PRESIDENT:**

"Mr. Secretary, will you please call the roll?"

**SECRETARY (Jibran — reads):**
"Dr. Adolfo Reyna — President — present/absent
Mrs. Carmen Boney — Board Member — present/absent
Dr. David Hewitt — Treasurer — present/absent
Mr. Jibran Oliveros — Secretary — present/absent
Mr. Fady Boulos — Board Member — present/absent"

**PRESIDENT (after roll):**

"Thank you. Let the record reflect that [number] directors are present. Pursuant to Article VI, Section 7 of the Bylaws, a majority of the Board constitutes a quorum. [If quorum present:] A quorum is present and the meeting is properly constituted for the transaction of business. [If not quorum:] We do not have a quorum; we may proceed for informational purposes but cannot take binding action, and we will adjourn to a future date without further notice per Article VI Section 7, or set a continued meeting."

> Formal phrase: "The presence of a quorum having been established, the Chair declares the meeting duly convened and competent to transact business."

### 3. APPROVAL OF AGENDA

**PRESIDENT:**

"The agenda for this meeting was circulated in advance. Are there any additions or corrections to the agenda?"

*[If none]*

"Is there a motion to approve the agenda as presented?"

*Member:* "I move to approve the agenda as presented."
*Second member:* "I second the motion."

**PRESIDENT:** "It has been moved and seconded to approve the agenda as presented. Is there any discussion? ... Hearing none, all those in favor, please say 'aye'... Any opposed? ... Any abstentions? The motion carries and the agenda is approved as presented."

> Vocabulary: move, second, discussion, call to question, carry, fail, abstention.

### 4. APPROVAL OF MINUTES — MAY 18, 2026

**PRESIDENT:**

"The first order of business is the approval of the minutes from our previous meeting held on May 18, 2026, at Adolfo Reyna's residence at 7:18 PM, previously distributed by Mr. Oliveros.

Are there any corrections to the minutes?"

*[Allow corrections: e.g., spelling, numbers, action item clarifications — Corrections are made without vote; friendly amendments accepted]*

**PRESIDENT:**

"If there are no further corrections, is there a motion to approve the minutes as [presented / as corrected]?"

*Member moves, another seconds.*

**PRESIDENT:** "Moved and seconded to approve the minutes from May 18, 2026, as [presented/corrected]. All in favor? ... Opposed? ... Abstentions? The minutes are approved as [presented/corrected] and will be filed with the corporate records per Article XV."

> Proper language: "Approve minutes as corrected stands as final record." Secretary initials corrected version.

### 5. PRESIDENT'S REPORT — 220 EMERALD & ELDER MEETING JULY 21

**PRESIDENT (Read, factual, not emotional):**

"For the President's report, I wish to provide context on the use of the family's newly purchased property at 220 Emerald, comprising the main house with the church room extension, the little house, and the barn, and to report on the Elders meeting held July 21, 2026.

Background: While at our previous residence, my wife Alicia and I perceived an opening from the Lord. Noting the church's search for space, we purchased this property on faith, viewing the barn and ancillary structures as potential provision for ministry. Since purchase, we have made available the church room for youth meetings and other events, and offered the barn fully for church use.

Financial clarification: Our prior home is paid off and rented; the new mortgage is higher but covered. This is not presented as a financial burden on the ministry, but as provision.

On July 21, the Elders invited me to share my heart regarding use of this property.

Consensus outcomes communicated by the Elders:

One — Regarding Sunday services in the barn: The Elders' consensus was not feasible at this time. Reasons cited: residential zoning requiring a public-gathering permit and likely rezoning process — Elder Alberto noted the church previously vacated 3rd Street due to these same permit burdens; noise and neighbor relations considerations given our corporate worship expression; size is not limiting — permit is.

Two — Regarding cost: Apostle David Clemetson expressed concern about the estimated approximately $30,000 cost for insulation and restrooms, given the barn's inability to serve as long-term gathering place and possible relocation within six to twelve months. Alternative lower-cost configurations consistent with residential use were suggested: a partitioned area for worship team practice, a recording space, or furnished social/hangout area with coffee bar for smaller gatherings and intercession. He also questioned whether ceiling fans versus extractor-type ventilation is appropriate and whether the recommendation was sourced professionally.

Three — Regarding my requests: My requests were largely for short-term comfort and stewardship, not financial: fans for heat and mosquitoes to improve Saturday morning intercession comfort; consistent cleaning, drinking water, and toiletries for church-hosted events; bathroom logistics noting only one restroom distant at the house; guidance whether personal stored belongings are in the way; increased communication and inclusion in facility planning; and inquiry about moving summer prayer to cooler church room — Elders explained desire to protect family privacy.

Four — Tone: Elder David Hewitt offered apology on behalf of Elders for not contributing to added expenses and communication delays. Apostle David Clemetson emphasized I should not carry provision as personal failure, that gap was communication rather than lack of thought. Both expressed appreciation for family's provision.

I will pause here and invite comments, then move to updates.

This report is for information and to ensure alignment. No formal action requested at this time except as may arise under Facilities."

*[Discussion]*

### 6. TREASURER'S REPORT — FINANCIAL REVIEW (Art VII Sec6c)

**PRESIDENT:**

"I now call upon Dr. David Hewitt, Treasurer, for the Treasurer's Report pursuant to Article VII, Section 6(c) of the Bylaws — full and accurate account of receipts and disbursements, oversight of depositories, and financial condition.

Dr. Hewitt, please present: 2026 year-to-date versus budget, income trends, benevolence, building fund, and status of automated reporting."

**TREASURER (Guided prompts):**

- Present budgeted vs actual — remind 2026 significant income drop per May 18 minutes, job losses/lower income among some members, benevolence up significantly
- Confirm fixed recurring: LSA $535/mo + office $500/mo = $1,035/mo baseline
- Building fund balance $21,000 as of May 18 — current balance?
- Monthly expense reporting: automated report from Intuit/QuickBooks intended to be distributed on 15th per May 18 decision — status, evidence of delivery
- Cash position, reserves

**PRESIDENT after Treasurer:**

"Thank you, Dr. Hewitt, for the report. Are there questions for the Treasurer?

Is there a motion to accept the Treasurer's Report as presented [or to receive and file for audit]?"

> Vocabulary: "Move to receive and file the Treasurer's Report for audit." This accepts information but does not yet approve (audit reserve).

*Move / Second / Discussion / Vote: "All in favor of receiving and filing the Treasurer's report..."*

"The motion carries. The Treasurer's Report is received and will be filed with the corporate records per Article XV."

> If budget adjustment needed: separate motion: "I move to approve a budget amendment to..." requires majority present at quorum.

### 7. FACILITIES COMMITTEE REPORT — 220 EMERALD & PERMANENT PLACE SEARCH

**PRESIDENT:**

"We now move to facilities. Board, we have two tracks: short-term stewardship of 220 Emerald within residential zoning, and longer-term search for permanent place to buy, rent, or lease-to-own.

From May 18, we had action items: estimate to condition barn — insulation, restrooms, carpet, AC; front room AC donation by Marlene and Omar installation quote; main house central AC replacement quoted at $7,200 with second estimate pending via Alberto referral; mini-split contingency for extension; barn electrical: runs off little house meter with 220 service; four ceiling fans under discussion;Extractor vs fan professional input.

Given July 21 Elder consensus that barn is not viable for Sunday public gathering due to residential zoning and permit, the $30,000 investment is not recommended at this time by Apostle David Clemetson. I propose we pivot to low-cost residential-compliant configurations.

I will invite discussion, then we may entertain motions."

**Suggested Motions (use only if ready):**

- Motion A (Fans / Comfort):
"I move that the Board authorize expenditure not to exceed $_____ for barn comfort improvements for Saturday intercession, specifically four ceiling fans [or extractor system per professional recommendation], subject to obtaining professional recommendation on ventilation, to be funded from [operating / building fund / designated], with installation coordinated by facilities lead."

- Motion B (Cleaning/Consumables SOP):
"I move that the Board adopt a standard of care for 220 Emerald-hosted events including consistent pre/post cleaning, provision of drinking water, and restroom toiletries, and designate a point person for coordination."

- Motion C (Front Room AC):
"I move that the Board acknowledge with gratitude Marlene's AC unit donation and authorize installation per Omar's quote not to exceed $_____, and direct that such asset be recorded in fixed assets."

- Motion D (Central AC — information only if not church asset):
If central AC is personal residence, not church expense, clarify: "No motion required as central AC replacement for main house is personal residence expense, not corporate. Board notes second estimate pending via Alberto referral."

> For each motion: need second, discussion, vote: majority of directors present at quorum per Art VI Sec8. Record in minutes per Art XV.

### 8. STRATEGIC PLANNING UPDATE

**PRESIDENT:**

"Under strategic planning per our standing agenda, we have three major initiatives: Facilities — already discussed; Technology / Digital Ministry; and Church Planting / Missions including East Africa and Chiapas.

For Technology — brief update: Livestream currently via Subsplash with OBS recording, WorshipTools, ATEM Mini, etc. Today at 11AM we had prep meeting with Sardius Media (Ari Burt) on sustainable volunteer workflow, translation, archive. I will provide full report at next meeting.

For Missions — any updates on East Africa / Chiapas?

No formal action proposed tonight; for information and alignment on 1-3 year priorities."

### 9. ANNUAL BYLAWS REVIEW (Art XIX)

**PRESIDENT:**

"Pursuant to our bylaws review cycle, we have received the consolidated bylaws adopted December 30, 2024, 35 pages, prepared by Chitwood & Chitwood, signed by Dr. Reyna, Mr. Oliveros, and Dr. Hewitt. File located at resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf.

I propose we conduct review as we did May 18 — individual review after this meeting, with any proposed amendments brought to a future meeting with 14 days written notice per Article XIX, requiring two-thirds majority for general amendments, and unanimous vote for any amendment to Article V Membership.

Is there a motion to receive the bylaws as reviewed and continue individual review, with any amendments to be noticed for future meeting?"

> Phrase: "Receive and place on file"

### 10. LEGAL & COMPLIANCE REVIEW

**PRESIDENT:**

"Pursuant to our compliance checklist, we will review:

- Confirmation of 501(c)(3) tax-exempt status — any correspondence from IRS?
- Review of IRS Form 990 filing status — filed/current?
- State of Florida nonprofit compliance — Sunbiz annual report current?
- Insurance coverage review — liability, Directors & Officers (D&O), property, workers compensation — current certificates?
- Child protection and safeguarding policies — current and distributed?
- Review of contracts, leases, legal obligations — LSA ($535/mo) and church office ($500/mo)

This review is for assurance that we are current, protected, and compliant. Treasurer and Secretary to confirm status and provide documentation for corporate records per Article XV.

No motion required unless deficiencies identified, in which case motion to remediate."

### 11. OLD BUSINESS / CARRYOVER

**PRESIDENT:**

"Under old business, we have carryover action items from May 18:

- Barn estimate — discussed, pending professional recommendation
- Front room AC — donation + quote — status?
- Monthly expense report automation via Intuit — status as earlier
- Bylaws and legal/compliance individual review — now in progress

Are there any other carryover items not yet addressed?"

### 12. NEW BUSINESS

**PRESIDENT:**

"Under new business:

- Building fund direction in light of 220 Emerald zoning constraints — discussion on buy/rent/lease-to-own criteria
- Communication protocol with Board of Elders — propose inclusion of facilities host in future facility planning conversations per July 21 commitment
- Community engagement — Elders indicated leaning toward finding place that engages community — board input on criteria"

*[Discussion — may result in motions to form committee, authorize search criteria, etc. Use motion language below]*

> Motion template: "I move that the Board authorize formation of a Facilities Search Committee chaired by _____ with mandate to identify criteria for permanent place and report back by _____"

### 13. ANNOUNCEMENTS & GOOD OF THE ORDER

**PRESIDENT:**

"Are there any announcements for the good of the order?"

*[Members may share upcoming events, missions updates, etc.]*

### 14. REVIEW OF DECISIONS, ACTION ITEMS & OWNERS

**PRESIDENT:**

"Mr. Secretary, will you please read back decisions made and action items with owners and target dates?"

**SECRETARY reads back:**

Example format:
- Decision: Approved agenda — unanimous
- Decision: Approved May 18 minutes as corrected — etc.
- Action: Dr. Hewitt — Confirm QuickBooks automated reports on 15th — Due: immediate + ongoing
- Action: Facilities lead — Obtain professional recommendation fans vs extractor — Due: [date]
- Action: ______ — Obtain second central AC estimate via Alberto referral — Due: [date] — Note: personal residence, info only if not corporate expense
- Action: Board members — Individual bylaws review — Due: before next meeting with any amendment proposals noticed 14 days
- Action: ______ — Update insurance certificates file — Due: [date]
- Action: President — Report back on Sardius Media consultation for Tech/Digital — Due: next meeting

**PRESIDENT:** "Is there any correction to the action items as read? If not, let the record reflect approval of action items as read."

### 15. ADJOURNMENT

**PRESIDENT:**

"If there is no further business, I will entertain a motion to adjourn."

*Member:* "I move to adjourn."
*Second:* "Second."

**PRESIDENT:** "Moved and seconded to adjourn. All in favor say 'aye'... Opposed?... The motion carries at [state time] PM. The meeting of the Board of Directors of EMIC Florida is adjourned. Thank you all for your faithful stewardship.

Let the record reflect meeting adjourned at _____ PM. Minutes will be prepared by Secretary and filed per Article XV."

> Formal closure: "The Chair declares the meeting adjourned sine die." or "Adjourned at ___"

---

## POST-MEETING — SECRETARY DUTIES (Per Art VII Sec6b + XV)

- Prepare minutes promptly including:
  - Type of meeting (regular), date, time, location (Zoom), notice given pursuant to Art VI Sec5
  - Method of meeting per Art VI Sec4 (online)
  - Roll call, quorum determination per Art VI Sec7
  - Approval of agenda, approval of prior minutes
  - Reports presented (President, Treasurer — Art VII Sec6c — facilities, strategic planning)
  - Exact wording of motions, mover/seconder, discussion summary, vote counts (for, opposed, abstentions)
  - Action items with owner and due date
  - Time of adjournment
- Circulate draft minutes within 7 days
- File minutes + treasurer report + any written consents with corporate records at principal office per Art XV
- Retain Zoom recording if recorded (optional, but note existence)
- Prepare unanimous written consent documents if any action taken without meeting per Art VI Sec6

## PROPER NONPROFIT BOARD VOCABULARY CHEAT SHEET (Florida / Robert's Rules)

- Call to order / Roll call / Quorum / Duly convened / Competent to transact business
- Agenda / Approval of agenda / Additions or corrections
- Minutes / Approval of minutes as presented / as corrected / Stand approved / Filed with corporate records
- Move / Motion / Second / Mover and seconder / Out of order / In order
- Discussion / Debate / Call to question / Previous question
- Receive and file / Receive and file for audit (financials)
- Carry / Fail / Unanimous / Majority of directors present at a meeting at which quorum present shall be act of board (Art VI Sec8)
- Abstention / Recusal / Conflict of interest disclosed per Art XII — interested directors must disclose material facts, may be counted for quorum but should recuse where appropriate
- Action by unanimous written consent without meeting (Art VI Sec6) — same force as unanimous vote
- Fiduciary duty — duty of care, loyalty, obedience, good faith (Art XI)
- Point of order / Point of information
- Old business / New business / Good of the order / Announcements
- Adjournment / Adjourned sine die / Time of adjournment
- Corporate records / Books and records per Art XV available for inspection for proper purpose

## CONFLICT OF INTEREST NOTE (Art XII)

If any discussion involves property where director has personal interest (e.g., 220 Emerald owned by President's family), director should disclose material facts, board should authorize in good faith, transaction should be fair as of time authorized. Interested directors may be counted for quorum but should consider recusal from vote on expenditure benefitting personal property unless clearly for ministry use. Document disclosure and fairness.

[[emic_fl_board_meeting_history_2024-2026]] | [[emic_fl_board_minutes_2026-05-18]] | [[emic_fl_bylaws_summary_2024-12-30]]

