diff --git a/areas/maintenance/220_emerald.md b/areas/maintenance/220_emerald.md index 13f1df2..4ce14c5 100644 --- a/areas/maintenance/220_emerald.md +++ b/areas/maintenance/220_emerald.md @@ -6,6 +6,16 @@ Type: Primary Residence # 🏠 220 Emerald Maintenance Log This document tracks maintenance and supplies for the home at 220 Emerald. +## Church Use β€” Elders Meeting 2026-07-21 +Captured 2026-07-23. Full notes in journals/2026-07-22 and projects/220_emerald_church_hosting_preparation_2026.md +- Property: main house church room extension + little house + barn +- Purchase: Alicia spotted, bought on faith while church was looking for space, barn seen as provision; previous home paid off/rented, new mortgage higher but covered +- Barn for Sunday services: consensus NO for now β€” residential zoning needs public-gathering permit/rezoning (Alberto noted left 3rd St over same), noise/neighbor concern +- $30k insulation/restroom estimate: Ap. David Clemetson questioned as not justified short-term (possible move 6-12 mo); suggested low-cost residential uses: worship practice partitioned, recording space, hangout/coffee bar for small gatherings/intercession; questioned fans vs extractor, pro source +- Adolfo requests (comfort/upkeep): fans (heat/mosquitoes Sat prayer), consistent cleaning, drinking water, toiletries, bathroom logistics (only 1 far), belongings guidance, more communication/inclusion; asked about summer prayer in cooler church room β€” elders avoided to protect family space +- Tone: David Hewitt apologized for expenses/communication; Ap. David said not personal failure, gap was communication; deep appreciation +- Open: 4 ceiling fans under discussion, central AC ~$7200 quote (Alberto 2nd estimate), mini-split extension may not be needed after central, barn on little house meter 220 service, Adolfo to be included in future planning, long-term leaning community-engaging location + ## πŸ’§ Water Filtration System - **Peroxide & Salt Pellets** - **Last Service:** 2026-07-16 (Added 10 bottles peroxide and 2 bags salt pellets) diff --git a/journals/2026-07-22.md b/journals/2026-07-22.md new file mode 100644 index 0000000..14c48a4 --- /dev/null +++ b/journals/2026-07-22.md @@ -0,0 +1,50 @@ +# 2026-07-22 + +## Elders Meeting with Adolfo Reyna β€” Summary + +**Date:** Yesterday (2026-07-21) β€” captured 2026-07-23 +**Location:** Discussion about 220 Emerald property +**Participants:** Elders including David Hewitt, Apostle David Clemetson, Alberto, others; Adolfo Reyna +**Context:** Elders invited Adolfo to hear his heart about the church's use of his family's newly purchased property (main house with the "church room" extension, the little house, and the barn). + +--- + +### How the purchase came about +- While at their previous home, Adolfo and Alicia felt an opening from the Lord; Alicia spotted the house, and knowing the church was looking for a space, they bought it on faith β€” seeing the barn and extra buildings as possible provision. +- They've since opened the church room (youth meetings, events) and offered the barn fully. +- **Financially, no burden:** The previous home is paid off and rented; the new mortgage is somewhat higher but covered. + +### Feasibility of Sunday services in the barn +- **Consensus: No, at least for now:** + - Residential zoning would require a public-gathering permit and likely a rezoning process β€” Alberto noted the church left the 3rd Street location over exactly these permit burdens. + - Noise and neighbor relations are a real concern given how the congregation worships. + - Size itself isn't the issue; the permit is. + +### Cost concerns (Apostle David Clemetson) +- Pushed back on roughly **$30,000 estimate for insulation and restrooms**: the barn can't be a long-term gathering place, so a large investment there is hard to justify, especially if the church needs to move within 6–12 months. +- Suggested lower-cost configurations that stay within residential use β€” a partitioned area for worship team practice, a recording space, or a furnished social/hangout spot with a coffee bar for smaller gatherings and intercession. +- Also questioned whether ceiling fans are the right fix versus an extractor-type system, and asked whether that recommendation came from a professional. + +### Adolfo's requests +Mostly short-term comfort and upkeep rather than money: +- **Fans** β€” heat and mosquitoes make Saturday morning prayer uncomfortable +- **Consistent cleaning, drinking water, toiletries** for church-hosted events +- **Bathroom logistics** β€” only one, and it's all the way at the house +- **Guidance** on whether his stored belongings are in the way +- **More communication and inclusion** in the church's plans +- He also asked whether summer prayer could move to the cooler church room; the elders explained they'd avoided that to protect the family's space. + +### Tone and acknowledgments +- **David Hewitt** apologized on behalf of the elders for not contributing to the added expenses and for the slow communication. +- **Apostle David Clemetson** emphasized that Adolfo shouldn't carry the burden of provisioning as a personal failure, and that the gap has been communication rather than lack of thought. Both expressed deep appreciation for the family's provision. + +### Open items +- No definitive long-term plan; focus leaning toward finding a place that engages the community +- Four ceiling fans under discussion for the barn +- **Central AC replacement** for the main house (~$7,200 quote); Alberto to refer another company for a second estimate; a mini-split for the extension room may not be needed once the central unit is replaced +- Barn runs off the little house's meter and has **220 service** +- Adolfo to be included in future planning conversations + +--- +**Source:** Adolfo Reyna personal notes from elders meeting β€” recorded 2026-07-23 +**Related:** [[220 Emerald Church Hosting Preparation 2026]] | [[areas/maintenance/220_emerald]] diff --git a/projects/220_emerald_church_hosting_preparation_2026.md b/projects/220_emerald_church_hosting_preparation_2026.md index d39eac1..b320965 100644 --- a/projects/220_emerald_church_hosting_preparation_2026.md +++ b/projects/220_emerald_church_hosting_preparation_2026.md @@ -59,6 +59,42 @@ Prepare the 220 Emerald property to host church events by aligning with the Elde ## Meeting Log - 2026-07-19: Scheduled meeting for 2026-07-20 7:00 PM ET β€” zoom with elders to talk about the barn. Source: Adolfo WhatsApp. +- 2026-07-21: Elders meeting with Adolfo Reyna at property β€” full summary recorded in journal 2026-07-22. Key outcomes: barn not feasible for Sunday services due to residential zoning / permit + noise concerns; $30k insulation/restroom estimate questioned by Ap. David Clemetson as not long-term; lower-cost residential-use configs suggested (practice space, recording, hangout/coffee bar). Adolfo's requests focused on fans, cleaning, water/toiletries, bathroom logistics, belongings guidance, inclusion in planning. David Hewitt apologized for expenses/communication gap; Ap. David Clemetson emphasized not carrying burden as failure. Open: 4 fans, central AC ~$7200 quote (Alberto to refer second company), barn runs off little house meter with 220 service, long-term plan leaning toward community-engaging location. + +## Elders Meeting Summary β€” 2026-07-21 (Full) +Source: Journal 2026-07-22 β€” Adolfo Reyna personal notes +See also: [[journals/2026-07-22]] + +**Purpose:** Elders invited Adolfo to hear his heart about church's use of family's newly purchased property (main house with church room extension, little house, barn). + +**How purchase came about:** While at previous home, felt opening from Lord; Alicia spotted house, knowing church was looking for space, bought on faith seeing barn/extra buildings as provision. Opened church room (youth, events) and offered barn fully. Financially: previous home paid off and rented; new mortgage higher but covered β€” no burden claim. + +**Sunday services in barn β€” consensus no, at least for now:** +- Residential zoning requires public-gathering permit + likely rezoning; Alberto noted church left 3rd Street over exactly these burdens. +- Noise + neighbor relations concern given worship style. +- Size not issue; permit is. + +**Cost concerns (Ap. David Clemetson):** +- $30k estimate (insulation + restrooms) hard to justify if not long-term + possible move 6-12 months. +- Suggested lower-cost residential configs: partitioned worship practice, recording space, furnished social/hangout with coffee bar for smaller gatherings/intercession. +- Questioned ceiling fans vs extractor system and whether rec came from professional. + +**Adolfo's requests (short-term comfort/upkeep, not money):** +- Fans β€” heat + mosquitoes make Saturday prayer uncomfortable +- Consistent cleaning, drinking water, toiletries for events +- Bathroom logistics β€” only one, far at house +- Guidance on whether stored belongings in way +- More communication and inclusion in plans +- Asked about moving summer prayer to cooler church room; elders avoided to protect family space. + +**Tone:** David Hewitt apologized for not contributing to added expenses + slow communication. Ap. David Clemetson emphasized Adolfo shouldn't carry provision burden as personal failure; gap was communication, not lack of thought. Deep appreciation expressed for family's provision. + +**Open items:** +- No definitive long-term plan; leaning toward place that engages community +- 4 ceiling fans under discussion +- Central AC replacement main house ~$7200 (Alberto to refer another company for 2nd estimate); mini-split for extension may not be needed after central replaced +- Barn runs off little house meter, has 220 service +- Adolfo to be included in future planning ## reMarkable planning notes β€” 2026-07-18 Source: Journal2026 changed page `143687d3-cdb7-48b9-be7f-325429026b66`. diff --git a/projects/emic_fl_board_meeting_history_2024-2026.md b/projects/emic_fl_board_meeting_history_2024-2026.md new file mode 100644 index 0000000..6f7d279 --- /dev/null +++ b/projects/emic_fl_board_meeting_history_2024-2026.md @@ -0,0 +1,74 @@ +--- +Date: 2026-07-23 +Author: Adolfo Reyna (from Jibran Oliveros emails) +Tags: [emic-fl, board-minutes, history, governance, chronology] +--- + +# EMIC Florida Board Minutes β€” Chronological History 2024-2026 + +Captured from email history review on 2026-07-23. Minutes attachments themselves are not fully visible in email search, but email summaries give us clear breadcrumbs. + +## 1) October 31, 2024 β€” Early Board of Directors Meeting + +- Email from Jibran Oliveros indicates minutes were attached from meeting held that day. +- Follow-up discussion focused on: + - Bank account setup + - Board members + - Bylaws +- Explicitly states minutes from meeting were attached. + +## 2) November 2, 2024 β€” Documentation Follow-Up + +- A few days later, Jibran reported banks required supporting documentation to open church bank account. +- He attached minutes from two previous meetings and requested they be transcribed into proper format. +- **Implication:** At least two board meetings had already occurred by November 2024. + +## 3) Prior Board Meeting Before April 5, 2025 β€” Approvals + +In prep for EMIC Florida Board Meeting β€” April 5, 2025 at 8:30 AM, previous meeting's approvals were summarized as: + +- Approval of the consolidated bylaws +- Approval of the 2025 budget +- Approval of new board members: + - Fady Boulos + - Carmen Boney +- Upcoming SOP discussions +- Compliance / red-flag review items + +These are currently the clearest record of decisions made during a previous board meeting. + +## 4) April 5, 2025 Board Meeting + +- Email titled "Meeting minutes" was sent by Jibran Oliveros and included minutes attachment. Attachment not visible in available results, so cannot verify detailed decisions/action items. +- From invitation agenda before meeting: + - Welcome of new board members + - Q1 budget performance review + - Financial review and adjustments discussion +- Note: Those were agenda items, not confirmed outcomes. + +## 5) May 18, 2026 Board Meeting + +- Jibran Oliveros distributed minutes immediately following meeting and attached official record. Attachment contents not visible. +- Email thread clues about topics: + - Financial reports were reviewed + - QuickBooks monthly reporting procedures were discussed + - Plan established for monthly financial reports to be distributed on the 15th of each month (per David Hewitt response) + +## Current Gaps / Next Steps + +- [x] Located May 18 2026 minutes β€” transcribed and saved as [[emic_fl_board_minutes_2026-05-18]] +- [x] Bylaws located β€” consolidated version adopted Dec 30 2024 β€” saved to `resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf` β€” summary in [[emic_fl_bylaws_summary_2024-12-30]] +- [ ] Locate actual PDF/docx attachments for Oct 31 2024, Nov 2 2024, April 5 2025 in Thunderbird/email archives +- [ ] Transcribe Oct/Nov 2024 early minutes into proper format per bank request from Nov 2024 (bylaws now available) +- [x] Confirm current official board roster: Adolfo Reyna (President), Carmen Boney, David Hewitt (Treasurer), Jibran Oliveros (Secretary), Fady Boulos β€” roster from May 18 2026 minutes, matches Dec 2024 adopters +- [x] Verify bylaws version β€” consolidated approved 2024-12-30, file saved +- [ ] Reconstruct 2025 budget approval and compare to 2025 actuals for board review +- [ ] For July 23 2026 board: report on barn estimate status, front room AC install (Marlene donation + Omar quote), monthly expense automation, building fund $21k status, income drop/benevolence increase, bylaws review checklist (Art V, VI, VII, XV) + +## Related + +- [[emic_fl_board_meeting_script_2026-05-18]] +- Board Meeting EATC-FL Zoom β€” July 23 2026 7PM β€” ID 84159670576 +- EMI board meetings recurring β€” ID 84237291648 + +[[Projects]] | [[Index]] diff --git a/projects/emic_fl_board_meeting_script_2026-05-18.md b/projects/emic_fl_board_meeting_script_2026-05-18.md index 16f85b8..a31a22f 100644 --- a/projects/emic_fl_board_meeting_script_2026-05-18.md +++ b/projects/emic_fl_board_meeting_script_2026-05-18.md @@ -131,6 +131,15 @@ After motion/second: ## Status Updates - 2026-07-19: Board has been emailed. Logged from Adolfo’s WhatsApp update. +- 2026-07-23: Chronological minutes history captured from email review β€” see [[emic_fl_board_meeting_history_2024-2026]] +- 2026-07-23 7PM: Next Board Meeting EATC-FL scheduled β€” Zoom ID 84159670576 β€” 120 min β€” 2026-07-23T23:00:00Z (7PM ET) + calendar event on Home + +## Historical Board Timeline (from emails) +- Oct 31 2024: Early board meeting β€” bank account setup, board members, bylaws β€” minutes attached +- Nov 2 2024: Documentation follow-up β€” banks required docs, two previous meetings minutes referenced + request to transcribe to proper format +- Prior to Apr 5 2025: Approvals recorded β€” consolidated bylaws, 2025 budget, new members Fady Boulos + Carmen Boney, SOP upcoming, compliance review +- Apr 5 2025: Board meeting β€” agenda: welcome new members, Q1 budget, financial adjustments β€” minutes sent but attachment not visible +- May 18 2026: Board meeting β€” financial reports reviewed, QuickBooks monthly reporting procedure, monthly reports on 15th (per David Hewitt) ## Related - [[Projects]] diff --git a/projects/emic_fl_board_meeting_script_2026-07-23.md b/projects/emic_fl_board_meeting_script_2026-07-23.md new file mode 100644 index 0000000..5e2bf04 --- /dev/null +++ b/projects/emic_fl_board_meeting_script_2026-07-23.md @@ -0,0 +1,381 @@ +--- +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 β€” July 23, 2026 7:00 PM ET +Zoom: ID 84159670576 β€” https://us06web.zoom.us/j/84159670576 (from prior meeting) +Location: Zoom (per bylaws Art VI Sec 4 β€” 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 β€” July 23, 2026 β€” 7:00 PM ET β€” Formal Agenda & President's Script + +**Meeting Type:** Regular Board Meeting (Art VI Sec 3) β€” 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 β€” NOT contemplated tonight except as review; no amendment vote tonight. +**Records:** Per Art XV β€” 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 β€” 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 β€” 220 Emerald Property & Elder Meeting July 21, 2026 +6. Treasurer's Report / Financial Review (Art VII Sec6c) + - 2026 YTD vs Budget β€” income drop, benevolence increase, fixed costs LSA $535 + Office $500 + - Building Fund $21k + - Monthly expense reporting automation β€” status of QuickBooks reports on 15th +7. Facilities Committee Report + - Barn feasibility update (zoning/permit/nuisance β€” 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 β€” 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 β€” livestream report (prep for Ari/Sardius) + - Missions β€” East Africa, Chiapas +9. Annual Bylaws Review (Art XIX) + - Review 2024-12-30 consolidated bylaws + - Confirm no amendments proposed tonight β€” 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 β€” WORD FOR WORD β€” 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 β€” reads):** +"Dr. Adolfo Reyna β€” President β€” present/absent +Mrs. Carmen Boney β€” Board Member β€” present/absent +Dr. David Hewitt β€” Treasurer β€” present/absent +Mr. Jibran Oliveros β€” Secretary β€” present/absent +Mr. Fady Boulos β€” Board Member β€” 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 β€” 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 β€” 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 β€” 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 β€” 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 β€” 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 β€” permit is. + +Two β€” 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 β€” 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 β€” Elders explained desire to protect family privacy. + +Four β€” 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 β€” 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 β€” 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 β€” 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 β€” current balance? +- Monthly expense reporting: automated report from Intuit/QuickBooks intended to be distributed on 15th per May 18 decision β€” 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 β€” 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 β€” 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 β€” 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 β€” already discussed; Technology / Digital Ministry; and Church Planting / Missions including East Africa and Chiapas. + +For Technology β€” 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 β€” 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 β€” 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 β€” any correspondence from IRS? +- Review of IRS Form 990 filing status β€” filed/current? +- State of Florida nonprofit compliance β€” Sunbiz annual report current? +- Insurance coverage review β€” liability, Directors & Officers (D&O), property, workers compensation β€” current certificates? +- Child protection and safeguarding policies β€” current and distributed? +- Review of contracts, leases, legal obligations β€” 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 β€” discussed, pending professional recommendation +- Front room AC β€” donation + quote β€” status? +- Monthly expense report automation via Intuit β€” status as earlier +- Bylaws and legal/compliance individual review β€” 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 β€” discussion on buy/rent/lease-to-own criteria +- Communication protocol with Board of Elders β€” propose inclusion of facilities host in future facility planning conversations per July 21 commitment +- Community engagement β€” Elders indicated leaning toward finding place that engages community β€” board input on criteria" + +*[Discussion β€” 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 β€” unanimous +- Decision: Approved May 18 minutes as corrected β€” etc. +- Action: Dr. Hewitt β€” Confirm QuickBooks automated reports on 15th β€” Due: immediate + ongoing +- Action: Facilities lead β€” Obtain professional recommendation fans vs extractor β€” Due: [date] +- Action: ______ β€” Obtain second central AC estimate via Alberto referral β€” Due: [date] β€” Note: personal residence, info only if not corporate expense +- Action: Board members β€” Individual bylaws review β€” Due: before next meeting with any amendment proposals noticed 14 days +- Action: ______ β€” Update insurance certificates file β€” Due: [date] +- Action: President β€” Report back on Sardius Media consultation for Tech/Digital β€” 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 β€” 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 β€” Art VII Sec6c β€” 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 β€” 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) β€” same force as unanimous vote +- Fiduciary duty β€” 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]] + diff --git a/projects/emic_fl_board_minutes_2026-05-18.md b/projects/emic_fl_board_minutes_2026-05-18.md new file mode 100644 index 0000000..3706f63 --- /dev/null +++ b/projects/emic_fl_board_minutes_2026-05-18.md @@ -0,0 +1,102 @@ +--- +Date: 2026-05-18 +Author: Jibran Oliveros (via Adolfo Reyna transcription 2026-07-23) +Tags: [emic-fl, board-minutes, 2026-05-18, minutes] +Location: Adolfo Reyna's +--- + +# EMIC Florida Board Meeting Minutes β€” May 18, 2026 β€” 7:18 PM + +**Source:** Previous meeting minutes transcription provided by Adolfo Reyna on 2026-07-23 + +## 1. Call to Order +a. Done. + +## 2. Roll Call +a. Dr. Adolfo Reyna β€” President +b. Carmen Boney β€” Board Member +c. Dr. David Hewitt β€” Treasurer +d. Jibran Oliveros β€” Secretary +e. Fady Boulos β€” Board Member + +## 3. Approval of Agenda +a. Approved. + +## 4. 2025 Financial Report & Board Self-Assessment +a. Budgeted vs actual review. + +## 5. 2026 Budget Projection + +### a. Year-to-date review +- Significant drop on income. +- A few members have lost their job or received lower income. +- Benevolence has increased significantly. +- LSA rent $535 / mo. +- Church office $500 / mo. + +### b. Approval of Next Fiscal Year Budget + +#### Building / Facility direction: +- EMIC FL seeking for a permanent place to buy, rent, or lease to own. +- Building fund balance $21k. + +#### Facilities: +i. Get an estimate to condition the barn: + 1) Wall and roof insulation + 2) Restrooms + 3) Carpet + 4) Air conditioning +ii. Air conditioner for the front room: + 1) Marlene donated an AC unit + 2) Omar to quote for installation + +### c. Monthly Expenses Report +a. Dr. Adolfo requested a monthly expense report from now on. +b. Dr. Hewitt will set up an automated report from Intuit (QuickBooks). + +### d. Missions +a. East Africa +b. Chiapas + +## 6. 2026 Strategic Planning +- Review of prior-year goals and outcomes +- Strategic priorities for the coming year (1–3 year horizon) +- Major initiatives: + - Facilities + - Technology / Digital Ministry + - Church Planting / Missions +- *Note from minutes: listed but detailed outcomes not recorded in this version* + +## 7. Annual Bylaws Review +a. Will be reviewed individually after this meeting + +## 8. Legal & Compliance Review +a. Will be reviewed individually after this meeting + +## 9. Next board meeting +Monday, May 18, 2026 7:18 PM at Adolfo Reyna's +*Note: Original note says May 18 at Adolfo Reyna's β€” transcription shows Monday, May 18, 2026 7:18 PM β€” actual year reference likely refers to next meeting scheduling, but logged as transcribed. Tonight's meeting is July 23, 2026.* + +--- + +## Summary of Key Decisions & Financial Flags + +- Income significant drop in 2026 YTD vs 2025 +- Job losses / lower income for some members cited +- Benevolence up significantly +- Fixed recurring: LSA $535/mo + office $500/mo = $1035/mo baseline +- Building fund: $21k +- Action items: + - Estimate for barn: insulation, restrooms, carpet, AC + - Front room AC: Marlene donated unit, Omar to quote install + - Monthly expense report: Adolfo requested, Hewitt to automate via Intuit/QuickBooks + - Missions focus: East Africa, Chiapas + - Bylaws and Legal/Compliance deferred to individual review after meeting + +## Related + +- [[emic_fl_board_meeting_history_2024-2026]] +- [[emic_fl_board_meeting_script_2026-05-18]] +- Upcoming: Board Meeting EATC-FL July 23 2026 7PM Zoom ID 84159670576 + +[[Projects]] | [[Index]] diff --git a/projects/emic_fl_bylaws_summary_2024-12-30.md b/projects/emic_fl_bylaws_summary_2024-12-30.md new file mode 100644 index 0000000..5006aa6 --- /dev/null +++ b/projects/emic_fl_bylaws_summary_2024-12-30.md @@ -0,0 +1,120 @@ +--- +Date: 2026-07-23 +Author: Adolfo Reyna / Chitwood & Chitwood +Tags: [emic-fl, bylaws, governance, 2024, board] +--- + +# EMIC Florida Bylaws β€” Summary β€” Adopted Dec 30, 2024 + +**File:** `resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf` (35 pages) + .txt extraction +**Adopted:** December 30, 2024 β€” Full Board β€” signatures: Dr. Adolfo Reyna (President), Jibran Oliveros (Secretary), Dr. David Hewitt (Treasurer) +**Prepared by:** Chitwood & Chitwood (per PDF metadata) +**Fiscal Year:** Calendar year (Art XVI) + +## Structure + +- **Name:** Emmanuel Ministries International Church Florida (Florida nonprofit corp) +- **Parent:** Operates in submission and under authority of EMIC (Art II) +- **Purpose:** 501(c)(3) religious/charitable/educational; mission to declare message of Jesus Christ and Kingdom +- **Membership:** Two classes (Art V): + - Congregation (nonvoting) β€” must show new birth, consistent Christian life, worship regularly 3mo, support financially, subscribe to Statements of Faith + - Board of Directors (voting) β€” all voting rights reserved to Board +- No congregational voting except as Art VII Sec5 (not present, likely typo / refers to Art V Sec5 resignation?) + +## Board of Directors (Art VI) + +- **Number:** no less than 3, no maximum +- **Term:** 2-year period +- **Qualification:** Must be member of congregation +- **Meetings:** + - Regular meeting each year; additional regular meetings may be set by resolution + - Special meetings may be called by any two directors β€” can be online or in-person, at principal office or other place + - Notice: written or oral to each director; attendance = waiver unless objection + - Action without meeting: allowed by unanimous written consent +- **Quorum:** Majority of Board +- **Decision rule:** Majority of directors present at quorum meeting (greater if law/bylaws require) +- **Vacancies/Additions/Elections:** Filled by Board of Elders with advice/consent of majority of present Board. Removal by Board of Elders. If board becomes vacant, Board of Elders acts as Interim Board until filled. +- **Compensation:** Directors no salary; may be reimbursed actual costs; employee-directors may receive fair compensation + +## Officers (Art VII) + +- **Officers:** President, Secretary, Treasurer + optional VPs, assistants +- Can hold 2+ offices same person +- **Election:** Biannually by Board of Directors with recommendation from Board of Elders +- **Removal:** By Board of Elders when in best interests +- **Vacancies:** Filled by Board of Elders for unexpired term; if Pastor vacancy Board shall fill +- **Duties:** + - President: presides at board, executes deeds/bonds/mortgages/contracts authorized by board, ex-officio all standing committees, general supervision + - Secretary: attends board sessions at office, clerk, records votes/minutes, gives notice, keeps membership rolls + - Treasurer: keeps full accurate accounts of receipts/disbursements, oversees deposits in banks designated by board, oversees disbursements ordered by board, reports to President/Directors/Elders at regular meetings + - Delegating powers: board may delegate duties + +## Board of Elders (Art IX Sec 2 & others) + +- **Ordination:** Ordained/appointed to office of Elder to oversee spiritual growth, function as ministers of God/kingdom, ordained by leadership of EMIC +- **Advisors to Board of Directors**, sets spiritual direction +- **Removal protection:** Board of Directors shall not have authority to remove any elder from Board of Elders +- **Headship:** Church finds headship under Lord Jesus Christ in its Eldership board +- **Elders = chief executive officers**, general spiritual stewardship + supervision of other officers +- **Teaching control:** No person invited to speak/teach/minister without elder approval +- **Discipline:** Responsibility of Board of Elders (Art V Sec10) +- **Directors removal/addition:** By Board of Elders (Art VI Sec9) +- **Officer removal/election:** By/with Board of Elders (Art VII Sec2-4) +- **Interim Board:** If director positions vacant, Board of Elders acts as interim board +- **Indemnification determination:** By Board of Elders majority not party to action (Art X Sec4) + +## Committees, Deacons, Advisors (Art VIII) + +- **Committees of Directors:** May be designated by majority of directors in office, may exercise board authority to extent in resolution +- **Other committees:** Designated by majority present at quorum; members shall be members of congregation; Pastor appoints members +- **Deacons:** Ordained by Board of Elders from membership conforming to Scripture (1Tim3:2-7, Titus1:6-9, 1Pet5:2-3); function spiritual support to elders in discipleship, praying for sick, encouraging spiritual gifts, assist in ordinances; no predetermined number/term; no vote on Board but counsel to elders +- **Board of Advisors:** May be appointed; provides Godly counsel to elders and board in org/fin/legal; no min/max; appointment/tenure at discretion of board; **Advice and consent required to establish/change salary/compensation of Pastor by board** + +## Key Governance Notes for Tonight + +- Since bylaws say elders appoint/remove directors (Art VI Sec9), ensure any board roster changes since Dec 30 2024 are documented with Elder approval +- Officers elected biannually by board with elders recommendation β€” check if current officer elections are within term (last adoption Dec 2024) +- Pastor compensation changes require Advisors board advice+consent per Art VIII Sec4 +- Board of Elders cannot be removed by Board of Directors β€” distinct authority +- Membership is nonvoting β€” all governance voting via Board +- Facility use (Art XIV): No use contrary to stated/implied doctrine; access limited; sex determined by birth; participation in sex-limited programs limited to birth sex; facilities designated for one sex limited accordingly; dress/presentation should not intentionally be opposite sex + +## Financial Controls (Art XIII) + +- Contracts: Board may authorize officers/agents to enter contracts β€” general or specific +- Checks/drafts: Signed by officer(s)/agent(s) per board resolution; if no resolution, Treasurer or Elders may sign +- Deposits: All funds to banks/trusts selected by board +- Gifts: Board may accept any contribution/gift/bequest + +## Records (Art XV) + +- Keep correct complete books of account + minutes of members, board, committees, other committees +- Keep at principal office record of directors entitled to vote +- Any member/agent may inspect books/records for proper purpose at reasonable time + +## Amendment (Art XIX) + +- Articles and Bylaws may be altered/amended/repealed and new bylaws adopted by **2/3 majority vote** of Board at regular or special combined meeting +- **Exception:** Action altering/amending/repealing any part of **Article V (Membership)** requires **unanimous** vote of Board +- 14 days written advance notice required for meeting called to amend + +## Dissolution (Art XVII) + +- Dispose of assets after liabilities to 501c3 orgs for exempt purposes as board determines +- No private inurement; reasonable compensation allowed + +## Liability / Indemnification (Art X-XI) + +- May indemnify directors/officers/employees/agents acting in good faith in best interests +- Insurance may be purchased +- Directors fiduciary duty: good faith, best interests, reasonable care, may rely on officers, counsel, accountants, committees if reliable +- Not liable for monetary damages absent breach of fiduciary duty, lack of good faith, self-dealing, willful misconduct/recklessness +- Criminal statute or tax liability still applies + +## Related + +- PDF: `resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf` +- Minutes: [[emic_fl_board_minutes_2026-05-18]] | [[emic_fl_board_meeting_history_2024-2026]] | [[emic_fl_board_meeting_script_2026-05-18]] +- Tonight: Board Meeting EATC-FL July 23 2026 7PM Zoom ID 84159670576 + +[[Projects]] | [[Index]] diff --git a/projects/kids_book_web_editor_2026.md b/projects/kids_book_web_editor_2026.md new file mode 100644 index 0000000..db293f7 --- /dev/null +++ b/projects/kids_book_web_editor_2026.md @@ -0,0 +1,263 @@ +--- +Date: 2026-07-23 +Author: Hermes + Adolfo (interview) +Tags: [kids-book, editor, web-app, plan, grace-poppy, pocketbase, interview-decided] +Status: planned β€” ready to scaffold +--- + +# Kids Book Studio β€” Final Plan (Interviewed) + +## Decisions Locked + +From interview 2026-07-23: + +- **Users:** You + Alicia reviewing/approving (PB native email/pass auth) +- **Review workflow:** Simple β€” approve / needs-rework + one comment per page (no threads) +- **Data backend:** PocketBase on .110 (family BaaS direction). All family custom software on PB. +- **App hosting:** Custom Svelte editor as Docker container on .110 next to Instatic sites, Caddy route `books.reynafamily.com` or `studio.reynafamily.com`. NOT inside Instatic CMS. +- **Generation worker:** Python service on Mac mini .102 polling PB for `status=queued` jobs β€” runs Codex imagegen + local TTS, uploads results back to PB files. +- **Frontend stack:** SvelteKit + Tailwind, Playfair for titles, Inter body, Mono for prompts. VOUS/Hillsong clean serif headers. +- **Seed data:** Auto-import Grace/Poppy existing package (21 pages) as first book +- **Image gen:** Codex imagegen (proven) + BYOK configurable model (OpenAI / Gemini / etc via API key in PB settings collection) +- **Audio gen:** Moving OFF Voicebox. Use existing reyna-cli TTS abstraction (`espeak-ng` β†’ `say` β†’ `edge-tts` β†’ `REYNA_TTS_COMMAND`) + small local model on .110 Docker (Piper/Kokoro) as future-proof. No Voicebox dependency. +- **Audio per page:** One narration clip per page for now, schema designed for multi-clip dialogue later (clips[] array forward-compatible) +- **Text:** Support full caption + shorter spoken cut + edit history (caption_history, audio_text_history) for device timing tweaks +- **Images:** 320x240 only for now (ESP32 native). Full-res later as extra rendition +- **New books:** Start with Grace/Poppy only, then New Book wizard + +## What We're Building + +A web editor to manage kids books β€” pages with script, generated audio, images, and the prompts used β€” so you can iterate on specific pages and make new books, with Tactility export. + +## System Architecture + +``` +β”Œβ”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β” +β”‚ .110 FamReynaServer β”‚ +β”‚ β”Œβ”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β” β”Œβ”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β” β”‚ +β”‚ β”‚ PocketBase │◄── Svelte Editor (Docker) β”‚ β”‚ +β”‚ β”‚ :8095 or new β”‚ β”‚ books.reynafamily.com β”‚ β”‚ +β”‚ β”‚ - books β”‚ β”‚ - Library grid β”‚ β”‚ +β”‚ β”‚ - pages β”‚ β”‚ - Book strip + reorder β”‚ β”‚ +β”‚ β”‚ - assets β”‚ β”‚ - Page 3-col editor β”‚ β”‚ +β”‚ β”‚ - gen_jobs β”‚ β”‚ - Device 320x240 prev β”‚ β”‚ +β”‚ β”‚ - users/auth β”‚ β”‚ - Export ZIP/PDF β”‚ β”‚ +β”‚ β”‚ - settings β”‚ β”‚ β”‚ β”‚ +β”‚ β””β”€β”€β”€β”€β”€β”€β”¬β”€β”€β”€β”€β”€β”€β”€β”˜ β””β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”˜ β”‚ +β”‚ β”‚ β–² β”‚ +β”‚ β”‚ β”‚ (PB files + realtime) β”‚ +β””β”€β”€β”€β”€β”€β”€β”€β”€β”€β”Όβ”€β”Όβ”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”˜ + β”‚ β”‚ + β”‚ β”‚ polls jobs, uploads results + β”‚ β”‚ +β”Œβ”€β”€β”€β”€β”€β”€β”€β”€β”€β”Όβ”€β”Όβ”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β” +β”‚ .102 Mac mini β”‚ +β”‚ β”Œβ”€β”€β”€β”€β”€β”€β–Όβ”€β”€β”€β”€β”€β”€β” β”‚ +β”‚ β”‚ Gen Worker β”‚ - Codex imagegen skill β”‚ +β”‚ β”‚ Python svc β”‚ - reyna-cli TTS (edge-tts/fallback) β”‚ +β”‚ β”‚ β”‚ - future: Kokoro local on .110 β”‚ +β”‚ β””β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”˜ - resize + transcode 320x240 / mp3 β”‚ +β””β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”€β”˜ +``` + +### Network: +- PB reachable via Tailscale + Caddy reverse proxy +- Worker polls PB via private network (no public exposure needed) +- Assets stored as PB files (images, audio) β€” accessible via PB file URL + +## PocketBase Collections (schema) + +**books** +- id (PB auto), slug (text unique), title (text), author (text), created (autoDate) +- style_bible: json { art_style, continuity_rules[], color_palette[], reference_images[] file[] } +- display: json { width, height } default 320x240 +- default_voice: json { profile, language } e.g. {profile: "en-US-AriaNeural", language:"en-US"} +- cover_page_id -> pages (relation, cover thumbnail) +- status_overview: computed via pages (not stored) + +**pages** +- id, book (relation -> books), page_number (number), status (select: draft|needs-rework|approved|generating|queued) +- caption (text, rich β€” full text), caption_history (json, array of {text, edited_at, by}) +- audio_text (text β€” spoken cut, defaults to caption if empty), audio_text_history (json) +- review_comment (text), reviewed_by (relation users), reviewed_at (date) +- notes (text β€” author private notes) +- original_page (number optional, for imported books that skipped numbers) +- export_include (bool default true) +- Future: clips[] json for multi-speaker + +**image_assets** (one active per page, history preserved via versioned files + history JSON) +- id, page (relation -> pages), is_active (bool) +- file (file, image) β€” PB stores both original gen + 320x240 variant? + - Actually: store original file, gen job creates 320x240 as second file field thumb or via hook +- prompt (text), negative_prompt (text), style_bible_applied (bool) +- reference_pages (relation pages[]), generation_params (json: {model, size, seed, provider}) +- prompt_version (number auto-increment per page), notes (text) +- generated_at, generated_by (user) +- Simple: to keep history, we don't delete old image_assets, just flip is_active. Page shows history slider. + +**audio_assets** +- id, page (relation -> pages), is_active (bool) +- file (file, audio mp3/wav), duration_sec (number) +- text_used (text β€” snapshot of audio_text at generation time) +- voice_profile (text), language (text), engine (text: edge-tts|piper|kokoro|custom) +- tts_params (json) +- generated_at, generated_by + +**generation_jobs** (queue) +- id, page (relation pages), type (select: image|audio), status (queued|running|done|failed) +- input (json): {prompt, negative, style_bible, voice, text, etc} +- provider (text: codex-imagegen|openai|gemini|edge-tts|piper|kokoro) +- result_image / result_audio (relation to image_assets/audio_assets when done) +- error (text), attempts (number) +- created, started, finished (dates) + +**settings** (singleton-ish, or one per family) +- id, image_providers (json: {openai_key_encrypted?, gemini_key? ...}) β€” or use env, not PB at first +- default_image_provider, default_audio_engine +- style_presets (json): preset name β†’ {art_style, continuity_rules} + +**users** (PB built-in auth collection: you + Alicia) + +## Job Flow + +1. User edits prompt in Page Editor β†’ clicks Generate Image +2. Frontend creates generation_jobs record (status=queued, input={prompt:+style_bible, page, provider}) +3. Frontend subscribes to job realtime β†’ shows spinner on page +4. Worker on .102 polls PB collection generation_jobs filter=status=queued (or realtime subscribe) +5. Worker marks running, executes: + - For image: calls Codex imagegen OR OpenAI/Gemini depending on provider β†’ saves PNG β†’ resizes to 320x240 thumb β†’ uploads to PB as new image_assets file + - For audio: calls reyna-cli tts.py synthesize_wav() β†’ transcodes to mp3 16kHz 24k mono β†’ uploads as audio_assets +6. Worker creates image_assets/audio_assets record (is_active=false initially, then activate after user approval, or auto-activate if generation is direct iteration β€” TBD: auto-activate with history preserved) +7. Worker updates job to done with relation to new asset +8. Frontend realtime gets event, refreshes page, shows new image with history slider +9. Alicia reviews: changes status to approved or needs-rework + comment + +For MVP: steps 5 auto-activates new asset (flips previous is_active=false, new is_active=true), but history still full. + +## Frontend Screens (detailed) + +**Route / (Library)** +- Grid of books: cover = first page active image_assets file, else placeholder. Title, author, pages count, % approved bar, last edited. +- Button: New Book β†’ modal: title, slug (auto from title), author default Reyna Family, style preset selector (Grace-Poppy watercolor, Minimal, New custom), import tactility zip? toggle. +- Each card: Open, Export zip, Play Preview +- PB query: books list with expand cover_page_id -> image_assets + +**Route /books/:slug** +- Header: title, edit pencil for style bible, % approved, Play Preview (autoplay browser reader 320x240 + audio), Export button. +- Page strip: horizontal scrollable, 160x120 thumbs (active image per page), status dot (green approved, yellow needs-rework, gray draft, blue generating). Drag to reorder (updates page_number). Click to open page editor. Plus button to add page. +- Style Bible panel (collapsible right drawer): art_style textarea, continuity_rules as editable list (add/remove), color_palette tags, reference image uploader (PB file). +- Bulk actions: checkboxes on strip β†’ bulk status change, bulk prompt find/replace, bulk re-generate audio. + +**Route /books/:slug/pages/:pageNumber (Page Editor β€” core)** +- Three columns: + - Left (Script): caption textarea with char count + history icon (show caption_history). audio_text textarea (with Fill from caption button + auto-pace helper that calls edge-tts? simple: button to copy caption and add breaks). Play audio button (uses active audio_assets file URL). Voice profile selector (text input or select from settings list of edge-tts voices). Duration display from active audio. Review section at bottom of this column: status select, review_comment. + - Center (Image): large preview 320x240 framed + expand to full original. Prompt textarea (Monospace, with toggle: "prepend style bible" on/off β€” when on, UI shows combined effective prompt). Negative prompt. Reference pages multi-select. Generate button (with provider selector: Codex / OpenAI / Gemini). History carousel below: scrollable thumbs of all image_assets for this page (ordered by created), each shows prompt tooltip, click to make active (swaps). Restore button. + - Right (Meta): Page number + up/down reorder, original_page mapping, notes textarea, export_include toggle, created/updated meta, generation job log (last job status/error). + +**Component: Device Preview Modal** +- 320x240 black frame mimicking ESP32, image displayed, Play/Prev/Next buttons matching Tactility Book Player. Auto-advance when audio finishes (same as device). + +**Component: Export Modal** +- Formats: Tactility v1 ZIP (manifest.json + pageXXX.png + mp3). Options: only approved? include draft? file naming page001 vs page_XXX. Download button. + +## Importer β€” Grace/Poppy Seed + +Script `scripts/import_grace_poppy.py`: +- Reads `~/output/tactility-book-packages/grace-poppy-tactility-book-example/books/grace-poppy/manifest.json` +- Creates book record slug=grace-poppy +- For each page in manifest, in order: + - Create page record with caption from manifest, audio_text = caption, status = approved (since already reviewed), original_page, page_number sequential + - Copy image file to PB file upload as image_assets (prompt empty, notes="imported, prompt unknown", is_active true) + - Copy audio file to PB file upload as audio_assets (is_active true, voice_profile=Aiden, duration_sec from manifest) +- Also sets style_bible with known Grace continuity rules. + +Run once on first deploy. + +## Tech Stack Final + +- Backend: PocketBase (Go binary, Docker on .110, :8095, Caddy /books api) +- Frontend: SvelteKit + Tailwind, Vite. Hosted as Docker container on .110 next to Instatic (separate Docker Compose service), Caddy reverse proxy to `books.reynafamily.com` (or `studio.reynafamily.com`). Builds talk directly to PB via JS SDK @pocketbase/js-sdk. +- Auth: PB native users collection (email/pass). Two users: you, Alicia. Frontend has login page, guards Library route. +- Realtime: PB realtime subscriptions for jobs and pages status. +- Worker: Python 3.11, runs on Mac mini .102, deps: pocketbase client, pillow, ffmpeg, edge-tts, codex CLI available. Loop: poll every 5s for queued jobs. Could also move to .110 later with Piper local Docker for audio. +- Storage: PB file storage (local filesystem .110). Images and audio files served via PB file URL with auth. + +## Project Layout (to scaffold) + +``` +kids-book-studio/ + README.md + docker-compose.yml (frontend + optional worker-for-local-dev) + pocketbase/ + Dockerfile / config + migrations/ (PB JS migrations for collections) + scripts/import_grace_poppy.py + frontend/ + package.json, SvelteKit app + src/routes/... + src/lib/pocketbase.ts + src/lib/components/... + static/ + worker/ + requirements.txt + worker.py (poll loop) + tts_engine.py (wraps reyna-cli tts.py + piper/kokoro) + image_engine.py (codex + openai + gemini providers) + asset_utils.py (resize, transcode) + Caddyfile.snippet (for .110 Caddy) + docs/ + plan.md (this file) + schema.md +``` + +## PB Collections JSON Proposal (draft, to convert to migration) + +See code above for fields. Will generate JS migration file for: +- books, pages, image_assets, audio_assets, generation_jobs, settings + +## Implementation Phases (revised) + +**Phase 0 β€” PB + Skeleton** +- Create kids-book-studio repo, docker-compose, PB collections migration +- Frontend SvelteKit scaffold with PB SDK, login page, Library grid (lists books) +- Importer script run, verify Grace/Poppy shows in Library with 21 pages + +**Phase 1 β€” Read-only Book + Page Editor** +- Book Overview strip with thumbs, Style Bible editor drawer +- Page Editor 3-col read-only/active asset display, history display +- No generation yet, but schema ready. + +**Phase 2 β€” Generation Worker** +- Python worker on .102 that polls PB generation_jobs, executes edge-tts audio + optionally Codex imagegen +- Frontend Generate buttons + realtime spinner + history updates +- Image history versioning, audio history. + +**Phase 3 β€” Review + Export** +- Alicia review flow: status + comment, PB realtime updates +- Export Tactility ZIP with correct manifest.json format (existing format compatible with Book Player app) +- Device Preview modal 320x240 autoplay +- Drag reorder pages, bulk actions. + +**Phase 4 β€” Polish + New Book** +- New Book wizard, style presets, high-res renditions, reMarkable PDF export +- BYOK provider keys UI (settings page), local Piper/Kokoro on .110 Docker +- Direct push to ESP32 fleet optional + +## Future (not now) + +- Multi-clip dialogue per page +- Character sheet with ref images +- Translation tracks (keep image, different audio language) +- LLM auto-pace performance text, consistency check +- Family review with kid read-only view + +## Open Risks + +- Codex imagegen reliability from worker (has been flaky, needs -o file pattern from brain doc) +- PB file size for audio/images β€” okay, small assets +- Caddy route for new subdomain β€” need to add via api script pattern (see bin/caddy-api) +- Worker auth: PB service account token, not user token + +## Next Step (Ready to Build) + +When user says "build it", start Phase 0: scaffold repo, PB docker + migration, frontend login + library + import Grace/Poppy. diff --git a/resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf b/resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf new file mode 100644 index 0000000..4f564b9 Binary files /dev/null and b/resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf differ diff --git a/resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.txt b/resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.txt new file mode 100644 index 0000000..bd8c7c4 --- /dev/null +++ b/resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.txt @@ -0,0 +1,1313 @@ +Bylaws +of +Emmanuel Ministries International Church Florida +(A Florida Nonprofit Corporation) + +Introduction +Foremost in the operation of this Church and its Bylaws is the Word of +God as taught in Old and New Testaments of the Holy Bible. All provisions: +herein. are declared to be subject to the Word of God which is to every possible +extent incorporated herein by reference as a whole and unless otherwise stated +to be found in the King James Version or other version of the Holy Bible +generally accepted among Bible-believing congregations, churches or +fellowships throughout this nation or the reading together of these versions to +produce an understanding of the truth of the sayings of God to men as found +in the Holy Bible. + +Article I +Name and Offices +The name of the corporation shall be: +Emmanuel Ministries International Church Florida +hereinafter referred to as the "Church". It shall be located at the address set +forth in the Articles of Incorporation. The Church may have such other +office, either within or without the State of Incorporation, as the Board of +Directors may determine from time to time. + +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 1 of 35 + + Article II +Purposes +The Church shall be organized and operated exclusively for religious, +charitable and educational purposes within the meaning of Section 501(c)(3) +of the Internal Revenue Code of 1986, as amended, or any superseding +section thereof. +Emmanuel Ministries International Church Florida operates in +submission and under the authority of the Emmanuel Ministries +International Church (EMIC). Emmanuel Ministries International Church +Florida (EMIC FL) is a local expression of its parent organization (EMIC) +serving St. Lucie County and the State of Florida. The purpose of this +congregation is to give visible form of that faith and fellowship to which +God has called His people. We have a mission to declare the message of the +Jesus Christ and his heavenly Kingdom. We acknowledge ourselves to be a +local manifestation of the Church that Jesus Christ is building and through +which Jesus Christ continues to minister to the world by His Holy Spirit +and his disciples. We shall seek to fulfill this calling through corporate +worship through a program of Christian nurture by which members may +be built up in their faith and love, through proclamation of the Gospel by +word and deed, and through ministering to human need in the name of +Jesus Christ. More specifically: +(a) Minister the Word of God to the faithful; +(b) Conduct a religious worship service through various forms of +ministry; +(c) Promote and encourage, through the ministry of the +organization, cooperation with other organizations +ministering within a community; +(d) Spread the Word of the Gospel through seminars, +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 2 of 35 + + television, radio and other forms of mass media for the +purpose of educating individuals in the Word of God; +(e) To operate for any other purpose as set out in the Church's +Articles of Incorporation. +This Church is not organized, nor shall it be operated, for pecuniary gain +or profit, and it does not contemplate the distribution of gains, profits or +dividends to its members, and it is organized for nonprofit purposes. The +property, assets, and net income of this Church are irrevocably dedicated to +charitable, religious, and educational purposes. On the dissolution or winding +up of this Church, its assets remaining after payment of, or provisions for +payment of all debts and liabilities of the Church shall be distributed to a +nonprofit fund, foundation or corporation that is organized and operated for +charitable, educational and religious purposes and that has established its taxexempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, +as amended, or any superseding sections. + +Article III +Statements of Faith and Doctrine +The Church accepts the Scriptures as the revealed Will of God, the all +sufficient rule of faith and practice, and for the purpose of maintaining general +unity; adopts these Statements of Fundamental Truths and Doctrine. +Section 1. + +The Apostles Creed. + +I believe in God, the Father Almighty, Creator of Heaven and Earth, and +in Jesus Christ His only Son, Our Lord, who was conceived by the Holy Ghost, +born of the Virgin Mary, suffered under Pontius Pilate, was crucified, died and +was buried. He descended into Hell, the third day he arose again from the +dead. He ascended into heaven, sitteth at the right hand of God the Father +Almighty; from thence He shall come to judge the living and the dead. I +believe in the Holy Ghost, the Holy Christian Church, the communion of +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 3 of 35 + + saints, the forgiveness of sins, the resurrection of the body, and life everlasting. +Amen. +Section 2. + +The Scriptures Inspired. + +The Bible is the inspired Word of God, a revelation from God to man, +the infallible rule of faith and conduct, and is superior to conscience and +reason, but not contrary to reason (2 Tim. 3:15-17; 1 Peter 1:23---25; Heb. +4:12). +Section 3. + +The One True Godhead. + +The Triune Godhead is comprised of three (3) separate and distinct +personalities, The Father, The Son, and The Holy Spirit, who are eternally selfexistent, self-revealed and function as one entity. -Jesus Christ, who is God +manifested in the flesh, is the second member of the Godhead, coequal and +co-eternal with The Father and The Holy Spirit. +Section 4. + +Man, His Fall and Redemption. + +Man was created good and upright, for God said, "Let us make man in +Our image, after Our likeness". But, man, by voluntary transgression, fell and +his only hope of redemption is in Jesus Christ the Son of God (Genesis 1:26--31, +3:17; Romans 5:12---21). +Section 5. +(a) + +The Salvation of Man. + +Man's only hope of redemption is through the shedblood of + +Jesus Christ. On the cross Jesus Christ became sin and sickness providing both +salvation and divine healing for all mankind (Psalm 103:3), being justified +freely by His Grace through the redemption that is in Christ Jesus. For by +grace we are saved through faith. "The word is near you, in your mouth and +in your heart that is, the word of faith which we are preaching, that if you +confess with your mouth Jesus as Lord, and believe in your heart that God +raised Him from the dead, you shall be saved; for with the heart man believes, +resulting in righteousness, and with the mouth he confesses, resulting in +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 4 of 35 + + salvation" (Romans 3:24; Ephesians 2:8; Romans 10:8-10). +(b) The Evidence of Salvation. The inward evidence to the disciple +of his salvation, is the direct witness of the Spirit (Romans 8:16). The outward +evidence to all men is a life of righteousness and true holiness. "And this is His +commandment, that we believe in the name of His Son Jesus Christ, and love +one another, just as He commanded us." (1 John 3:23); ... while you are waiting +for these things to happen and for him to come, we strive to live holy lives; +and be at peace with everyone so that he will be pleased with you when he +returns (II Peter 3:14 LB). +(c) Faith and Works. Salvation is by faith in Jesus Christ and not by +human works; however, our works will determine the rewards in eternity +(Romans 10:9-1 and II Cor. 5:10). +Section 6: +Salvation of all of creation +We believe it is God desires for all his creation to experience the +salvation power of God... +Section 7. + +Baptism in Water. + +The ordinance of baptism by a burial with Christ should be observed as +commanded in the Scriptures by all who have really repented and in their +hearts have truly believed on Christ as Savior and Lord. In so doing, they +declare to the world that they have died with Jesus and that they have also +been raised with Him to walk in newness of life. (Matt. 28:19; Acts 10:47, 48; +Romans 6:4). +Section 8. + +The Lord's Supper. + +"And when He had given thanks, He broke it, and said, 'This is my body +which is for you. Do this in remembrance of me.' In the same way also the +cup, after supper, saying, 'This cup is the new covenant in my blood, Do this, +as often as you drink it, in remembrance of me.' Let a man examine himself +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 5 of 35 + + and so eat of the bread and drink of the cup" (1 Cor. 11:24; 25, 28). +Section 9. + +The Sacrament of Marriage. + +β€œBoaz took Ruth and she became his wife…”, β€œβ€¦For this reason a man +will leave his father and mother and be united to his wife,…”, Each man should +have his own wife, and each woman should have her own husband.”, β€œFinally +the time came for him to marry her.”. It is our sincere belief that marriage, as +ordained by God, is defined as being between one natural man and one natural +woman. The marriage ceremony is a Christian Service. No other will be +condoned or recognized, and no other will be performed in any facility owned +or controlled by the Church or by any employee of the Church. (Jeremiah 29:6; +Romans 7:2; 1 Corinthians 7:2; Genesis 21:21; Genesis 29:21; 1 Corinthians +7:36, 39; Genesis 2:23-24; Ephesians 5:22-23, 25, 28-29, 31, 33) +Section 10. + +The Promise of the Father. + +All believers are entitled to, and should ardently expect and earnestly +seek, the promise of the Father, the Baptism in the Holy Ghost and Fire, +according to the command of our Lord Jesus Christ. This was the normal +experience of all in the early Christian church. With it comes the endowment +of power for life and service, the bestowment of the gifts and their uses in the +work of the ministry. (Luke 24:49; Acts 1:48; 1 Cor. 12:1-31). This wonderful +experience is distinct from and subsequent to the experience of the new birth +(Acts 2:38; 10:44--46; 11:14-16; 15:7-9). +Section 11. +The Evidence of the Baptism in the Holy Spirit. +The full consummation of the Baptism of believers in the Holy Spirit is +evidenced by the initial physical sign of speaking with other tongues as the +Spirit gives utterance, and by the subsequent manifestation of spiritual power +in public testimony and service (Acts 2:4; 10:44--46; 19:2, 6; 1:8). +Section 12. + +Sanctification. + +The Bible teaches that without holiness no man can see the Lord. We +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 6 of 35 + + believe in the Doctrine of Sanctification as a definite, yet progressive work of +grace, commencing at the time of regeneration and continuing until the +consummation of salvation at Christ’s return (Heb.12:14; Thess. 5:23; 2 Peter +3:18; 2 Cor. 3:18; Phil. 3:12-14; 1 Cor. 1:30). +Section 13. + +Divine Healing. + +Healing is for the physical ills of the human body and is wrought by the +power of God through the prayer of faith and by the laying on of hands. It is +provided for in the atonement of Christ and is the privilege of every member +of the Church today (Mark 16:18; James 5:14-15; 1 Peter 2:24; Matt. 8:17; Isa. +53:4-5). +Section 14. +The Church. +The church is the body of Christ, the habitation of God through the +Spirit, with divine appointments for the fulfillment of her great commission. +Each disciple, born of the Spirit, is an integral part of the general assembly and +church of the firstborn, which are written in Heaven (Ephesians 1:22; +2:19--22; Hebrews 12:23). +Section 14. + +Total Prosperity. + +(a) +(b) + +Spiritual. +Mental. + +John 3:3, 11; II Cor. 5:17-21; Romans 10:9-10. +II Tim. 1:7; Romans 12:2; Isaiah 26:3. + +(c) + +Physical. + +Isaiah 53:4, 5; Matt. 8:17; I Peter 2:24. + +(d) + +Financial. + +III John 1:2; Malachi 3:10--11; Luke 6:38; II +Cor. 9:6-10; Deut. 28:1-14. + +(e) +Section 15. + +Social. + +Proverbs 3:4. +Blessed Hope. + +Blessed Hope. Jesus will reveal himself from heaven and be glorified in +his saints (II Thess. 1:7,10; Coloss. 1:27) (I Cor. 15:51-5-2; I Thess. 4:16-17; and +II Thess. 2:1). β€œThe kingdoms of this world have become the kingdoms of our +Lord and of His Christ, and He shall reign forever and ever!” (Rev 11:15) +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 7 of 35 + + Article IV +Christian Life; Scriptural Conduct. +Section 1. + +Personal Ethics. + +" All things are lawful for me, but all things are not helpful. All things +are lawful for me, but I will not be brought under the power of any. " (I Cor. +6:12 NKJV). "We can always 'prove' that we are right, but is the Lord +convinced?" (Proverbs 16:2 LB) "And we beseech you, brethren, to know them +which labor among you, and are over you in the Lord, and admonish you" (I +Thessalonians 5:12). +Section 2. + +Obedience to Law. + +"Obey the government, for God is the one who has put it there. There +is no government anywhere that God has not placed in power. So those who +refuse to obey the laws of the land are refusing to obey God, and punishment +will follow" (Romans 13:1,2 LB). "Obey the laws, then, for two reasons: first, +to keep from being punished, and second, just because you know you should. +Pay your taxes too, for these same two reasons. For government workers need +to be paid so that they can keep on doing God's work, serving you-. +Pay everyone whatever he ought to have; pay your taxes and import +duties gladly, obey those over you, and give honor and respect to all those to +whom it is due. Pay all your debts except the debt of love for others never +finish paying that! For if you love them, you will be obeying all of God's laws, +fulfilling all his requirements. Another reason for right living in this: you +know how late it is; time is running out. Wake up, for the coming of the Lord +is nearer now than when we first believed" (Romans 13:5-8, 11). In our honor +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 8 of 35 + + and obedience to the governing authority we choose to fear and Honor God +and his word above all. (Acts 5:29, Dan 3:8-17, Exo 1:17) +Section 3. +Family; Household. +"Honor your father and mother, that you may have a long, good life in +the land the Lord your God will give you" (Exodus 20:12). "For if a man knows +not how to rule his own house, how shall he take care of the church of God?" +(I Timothy 3:5) Likewise, their wives must be reverent, not slanderers, +temperate, faithful in all things. (1 Timothy 3:11) if a man is blameless, the +husband of one wife, having faithful children not accused of dissipation or +insubordination. For a bishop must be blameless, as a steward of God, not selfwilled, not quick-tempered, not given to wine, not violent, not greedy for +money, (Titus 1:6-7). "That the aged men be sober, grave, temperate, sound in +faith, in charity, in patience. That they may teach the young women to be +sober, to love their husbands, to love their children" (Titus 2:2-4). Wives, +submit to your own husbands, as to the Lord. For the husband is head of the +wife, as also Christ is head of the church; and He is the Savior of the body. +Therefore, just as the church is subject to Christ, so let the wives be to their +own husbands in everything. Husbands, love your wives, just as Christ also +loved the church and gave Himself for her, that He might sanctify and cleanse +her with the washing of water by the word, that He might present her to +Himself a glorious church, not having spot or wrinkle or any such thing, but +that she should be holy and without blemish. So husbands ought to love their +own wives as their own bodies; he who loves his wife loves himself. For no +one ever hated his own flesh, but nourishes and cherishes it, just as the Lord +does the church. For we are members of His body, of His flesh and of His +bones. β€œFor this reason a man shall leave his father and mother and be joined +to his wife, and the two shall become one flesh.” Nevertheless let each one of +you in particular so love his own wife as himself, and let the wife see that she +respects her husband. Children, obey your parents in the Lord, for this is right. +β€œHonor your father and mother,” which is the first commandment with +promise: β€œthat it may be well with you and you may live long on the earth.” +And you, fathers, do not provoke your children to wrath, but bring them up +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 9 of 35 + + in the training and admonition of the Lord. +(Ephesians 5:22-31, 33-6:4). +Section 4. +Control. +"....For a man is a slave to whatever controls him" (II Peter 2:19 LB). " +Let each of us please his neighbor for his good, leading to edification. For even +Christ did not please Himself; but as it is written, β€œThe reproaches of those +who reproached You fell on Me.” " (Romans 15:-2-3). +Section 5. +Adultery; Immorality. +"Thou shalt not commit adultery" (Exodus 20:14). "...try hard to live +without sinning; and be at peace with everyone so that he will be pleased with +you when he returns" (II Peter 2:14 LB). "You shall not commit adultery. But +I say: Anyone who even looks at a woman with lust in his eye has already +committed adultery with her in his heart" (Matthew 5:27--28 LB). "...Don't +fool yourselves. Those who live immoral lives, who are idol worshipers, +adulterers or homosexuals will have no share in his Kingdom ..."(I Cor. 6:9 LB). +"But now I have written unto you not to keep company, if any man that is +called a brother be a fornicator, or covetous, or an idolater, or a railer, or a +drunkard, or an extortioner; with such an one no not to eat" (I Cor. 5:11 LB). +Section 6. + +Drunkenness; Drugs. + +-"...envy, murder, drunkenness, wild parties, and all that sort of thing. +Let me tell you again as I have before, that anyone living that sort of life will +not inherit the Kingdom of God" (Galatians 5:21 LB). "Nor thieves, nor +covetous, nor drunkards, nor revilers, nor extortioners, shall inherit the +kingdom of God" (I Cor. 6:10 LB). "Don't drink too much wine, for many evils +lie along that path; be filled instead with the Holy Spirit, and controlled by +Him" (Ephesians 5:18 LB). -"For the drunkard and the glutton shall come to +poverty; and drowsiness shall clothe a man with rags" (Proverbs 23:21). +Section 7. + +Smoking. + +"Know ye not that ye are the temple of God, and that the Spirit of God +dwelleth in you? If any man defile the temple of God, him shall God destroy, +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 10 of 35 + + for the temple of God is holy, which temple are ye" (I Cor. 3:16-17). "Haven't +you yet learned that your body is the home of the Holy Spirit God gave you, +and that He lives within you? Your body does not belong to you. For God has +bought you with a great price. So- use every part of your body to give glory +back to God, because He owns it" (I Cor. 6:19). +Section 8. + +LGBTQIAPK+. + +LBGTQIAPK+ is not supported or condoned by Scripture. The Bible +speaks clearly in its rebuke of any form of Homosexuality including, Lesbian, +Gay, Bi-sexual, Transsexual, and Queer proclivities, and actions. You shall not +lie with a man as with a woman; it is an abomination (Leviticus 18:22). …God + +let go of them and let them do all these evil things, so that even their women +turned against God’s natural plan for them and indulged in sex sin with each +other. And the men, instead of having a normal sex relationship with women, +burned with lust for each other, men doing shameful things with other men +and, as a result, getting paid within their own souls with the penalty they so +richly deserved. So it was that when they gave God up and would not even +acknowledge Him, God gave them up to doing everything their evil minds +could think of. Their lives became full of every kind of wickedness and +sin…(Romans 1:26-29). Don’t you know that those doing such things have no +share in the Kingdom of God? Don’t fool yourselves. Those who live immoral +lives, who are idol worshipers, adulterers, or homosexuals, will have no share +in His Kingdom…(I Cor. 6:9-10). +In addition, parents and medical doctors are now choosing to play God +by reassigning gender when a child is born, using (I) Intersexuality as their +reasoning. This is contrary to Scripture text that clearly states God created +male and female and not intersexual. β€œHaven’t you read the Scriptures?” Jesus +replied. β€œThey record that from the beginning β€˜God made them male and +female’” (Mt 19:4) β€œbut from the beginning of the creation God made them +male and female”. Furthermore, (a) asexual actions and proclivities are +condemned by Scripture, since sex is to be between a male (husband) and a +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 11 of 35 + + female (wife) for their intimate pleasure and fulfillment, and procreation: β€œLet +the husband render unto the wife due benevolence: and likewise also the wife +unto the husband. The wife hath not power of her own body, but the husband: +and likewise also the husband hath not power of his own body, but the wife” +(I Cor. 7:3-4). β€œAnd God blessed them, and God said unto them, Be fruitful, +and multiply, and replenish the earth...(Ge 1:28). β€œFlee fornication. Every sin +that a man doeth is without the body but he that committeth fornication +sinneth against his own body…Nevertheless, to avoid fornication, let every +man have his own wife and let every woman have her own husband: (1 Cor +6:18; 1 Cor 7:2). This also includes demi-sexuality. +While the larger homosexual community continues to expand the +definition, Scripture abhors and condemns any of their practices including the +newer additions of (P) Polyamorous and (K) Kink, which include, but are not +limited to, orgies, menage a trois, and bestiality: β€œNow the works of the flesh +are manifest, which are these; Adultery, fornication, uncleanness, +lasciviousness” (Galatians 5:19). β€œMortify therefore your members which are +upon the earth; fornication, uncleanness, inordinate affection, evil +concupiscence, and covetousness, which is idolatry…For which things’ sake +the wrath of God cometh on the children of disobedience” (Colossians 3:5-6), +β€œ Neither shalt thou lie with any beast to defile theyself therewith: neither +shall any woman stand before a beast to lie down thereto: it is confusion… +Defile not ye yourselves in any of these things: for in all these the nations are +defiled which I cast out before you” (Leviticus 18:23-24); β€œCursed be he that +lieth with any manner of beast. And all the people shall say, Amen +(Deuteronomy 27:21). +Section 9. + +Gender + +Doctors and parents have engaged in reassigning a child’s gender at +birth. In addition, many people have chosen to change their gender later in +life. This is in violation of Scripture. The gender which one has at the time of +birth is God’s designated gender for that individual. β€œ So God created man in +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 12 of 35 + + his own image, in the image of God created he him; male and female created +he them” (Genesis 1:27). β€œβ€¦This is the book of the generations of Adam. In +the day that God created man, in the likeness of God made he him; Male and +female created he them; and blessed them, and called their name Adam, in the +day when they were created” (Genesis 5:1-2) + +Article V +Membership +Section 1. + +Classes of Members. + +The membership of the Church shall be two (2) classes of membership: +members of the congregation (nonvoting) and Board of Directors members +(voting). +Section 2. + +Election of Members to the Congregation. + +Any person interested in becoming a member of the congregation of the +Church and demonstrate the life of a disciple of the Lord Jesus shall request to +make join the church by expressing the desire to be joined in covenant +relationship to the ministry and the leadership of the church must bear witness +that the individual/s are to be joined to the local church. Upon this agreement, +a time is dedicated for the confession of their covenant to the Lord Jesus and +the Body of Christ to which they desire to be joined. A copy of the church’s +declaration of covenant shall be signed by the said individual/s and he church +leadership, and submitted for approval by the Board of Directors, Each signed +statement of covenant shall be considered by the Board of Directors at its +regular meeting or at any special meeting of the Board, and either approved, +disapproved or tabled. Covenant applicants whose applications are so +approved shall become active members of the congregation of the Church. +Any applicant shall give clear evidence of their new birth in Christ, live +a consistent Christian life and worship at the Church on a regular basis for at +least a three (3) month continuous period, support the Church financially, and +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 13 of 35 + + subscribe to the Statements of Faith and Doctrine as defined by these Bylaws. +All applicants shall accept awareness that their primary objective as a +church member is a quest for spiritual development and maturity, and that +they are seeking church membership in order to grow in grace and in the +knowledge of our Lord and Savior Jesus Christ, and of His Word. All +applicants for membership accept that, except for any matter expressly +provided for in these Bylaws to the contrary, Church members do not vote on +Church matters or participate in the administration of the Church as a +corporation or in the governmental aspects of Church life. The primary +relationship between the Church and its individual members arises from the +member's accountability to the leadership of the Church in the interest of the +member's spiritual growth and enhancing the member's willfulness to the +Body of Christ. +Section 3. +Voting Rights. +No member of the congregation shall be entitled to any voting rights, +except as set forth in ARTICLE VII, Section 5; rather, all voting rights and +management of the Church are reserved in the Board of Directors. +Section 4. +Termination of Membership. +The Board of Directors, by recommendation of the eldership of the +church and affirmative vote of two thirds (2/3) of all of the members of the +Board, may suspend or expel a member of the congregation for cause after an +appropriate hearing or refusal to be a part of an appropriate hearing-. +Section 5. +Resignation. +Any member of the congregation may resign by filing a written +resignation to the Board of Elders. +Section 6. +Reinstatement. +On written request signed by a former member of the congregation and +filed with the secretary, the Board of Directors, by the affirmative vote of two +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 14 of 35 + + thirds- (2/3) of the members of the Board, may reinstate such former member +of the congregation to membership of the congregation on such terms as the +Board of Directors may deem appropriate. +Section 7. + +Transfer of Membership. + +Membership in the congregation of the Church is neither transferable +nor assignable. +Section 8. + +Regular Religious Services. + +The members of the congregation shall meet for regular religious +services. The day of the week and time for each regular religious service shall +be established by Board Elders. +Section 9. +Schools and Seminars. +Instruction in the Word of God shall be provided at schools and seminars +for members and non-members of the congregation. Private Christian +education for the body may also be provided. +Section 10. + +Code of Discipline. + +(a) Cooperative Action. The members of the congregation of the +Church shall give consent to its forms of government, together with the past +policies, and to the policy of fundamental unity and agreement, alike in +doctrine, conduct and action, and shall conform to the Scriptural injunctions +that there be no division in the body. They shall be subject to the Board of +Elders as the Word of God plainly teaches, that the principles of Christian +fellowship may be kept inviolate and perpetuated, recognizing its fundamental +importance. +(b) Attitude Toward Strife. Inasmuch as no Christian institution can +comply with the plain teaching of Scripture unless unity and harmony +predominate within its circle, no member of the congregation may use means +to incite or engender strife, but shall work in harmony with the other +members of the congregation, the Board of Directors and the Church's officers, +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 15 of 35 + + as did the early church (Acts 2:42). If there is cause for dissatisfaction, it shall +be called to the attention of the elders/pastors or another member of the Board +of Directors. At their discretion, necessary adjustments shall be made (Acts +6:17; Matt. 18:15--18). +(c) Financial Support. All members of the congregation shall be +expected to support the programs and needs of the Church in proportion as +the Lord shall prosper them (Mal. 3:10; I Cor. 16;1, 2; II Cor. 9:6-9), thereby +acknowledging that any institution can stand or be of full service only in +proportion as all of the members of the congregation accept their responsibility +of maintaining it. -Consistent failure to honor the commitment of a member +to support the church financially may be considered by the Board of Directors +as grounds for removal of a member. +(d) Discipline. The responsibility of administering discipline in the +Church is that of the Board of Elders. Some grounds for exercising discipline, +suspension of or expulsion from membership in the congregation are as +follows: +(1) +(1) Any member of the congregation who shall without +reasonable cause willfully absent himself from the regular services for a +period of three (3) consecutive months, or fail to support the church +financially for any such period without a reasonable basis, shall be +temporarily removed from active membership in the congregation. The +Board of Elders or Board of Directors may inquire, under appropriate +circumstances, whether the temporarily removed member is desirous of +continuing membership in the congregation, and committing to the +responsibilities of church membership. +(2) Unscriptural conduct (See Article 4), failure to maintain +membership requirements, or doctrinal departure from the Statements +of Faith and Doctrine (See Article 3), shall be considered sufficient +grounds upon +which any person may be disqualified as a member. +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 16 of 35 + + Such discipline shall be prayerfully administered according to Scriptures +by the Board of Elders (Matt. 18:15-17; Rom. 16:17; 1 Cor. 5:9-13; 2 +Thess. 3:6) +(3) The Board of Directors shall be empowered to place on the +inactive list those who have disqualified themselves as provided for in +these Bylaws. The Board of Directors on recommendation of the Board +of Elders shall also have the authority to restore to active membership +in the congregation those, who in the opinion of the Board of Elders are +not at fault and those who, although at fault, have through repentance +re-qualified for membership in the congregation. +(4) The Board of Directors shall recognize its duty to interview +and encourage a proper attitude on the part of those who have been +placed +on the inactive list. It shall proceed carefully to press for a +final decision in each case. The decision of the Board of Directors shall +be final. + +Articles VI +Board of Directors +Section 1. + +General Powers. + +The affairs of the Church shall be managed by the Board of Directors +whose members shall have a fiduciary obligation to the Church. +Section 2. +Number, Term and Qualifications. +The number of Directors shall be no less than three (3) and shall have +no maximum number. The term of membership shall be for a two (2) year +period. Those set forth in the Articles of Incorporation shall comprise the +original Board of Directors. Any member of the Board of Directors must also +be a member of the congregation of the Church. + +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 17 of 35 + + Section 3. + +Regular Meetings. + +A regular meeting of the Board of Directors shall be held each year. The +Board of Directors may provide, by resolution, the time and place for holding +additional regular meetings without other notice than such resolution. +Additional regular meetings shall be held at the principal office of the Church +in the absence of any designation in the resolution. +Section 4. + +Special Meetings. + +Special Meetings of the Board of Directors may be called by or at the +request of any two (2) Directors and shall be held at the principal office of the +Church or at such other place as the Directors may determine whether online +or in-person. +Section 5. + +Notice. + +Notice of the annual, regular or any special meeting of the Board of +Directors shall be given by written or oral notice to each Director. The +attendance of a Director at any meeting shall constitute a waiver of notice of +such meeting, except where a Director attends a meeting for the express +purpose of objecting to the transaction of any business because the meeting is +not lawfully called or convened. The business to be transacted at the meeting +need not be specified in the notice or waiver of notice of such meeting, unless +specifically required by law or by these Bylaws. +Section 6. + +Action by Unanimous Written Consent Without Meeting. + +Any action required or permitted to be taken by the Board of Directors +under any provision of law may be taken without a meeting, if all members of +the Board shall individually or collectively consent in writing to such action. +Such written consent or consents shall be filed with the minutes of the +proceedings of the Board. Such action by written consent shall have the same +force and effect as the unanimous vote of the Directors. Any certificate or +other document filed under any provision of law which relates to action so +taken shall state that the action was taken by unanimous written consent of +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 18 of 35 + + the Board of Directors without a meeting and that the Bylaws of this +corporation authorize the Directors to so act, and such statement shall be +prima facie evidence of such authority. +Section 7. + +Quorum. + +A majority of the Board of Directors shall constitute a quorum for the +transaction of business at any meeting of the Board; but if less than a majority +of the Directors are present at any meeting a majority of the Directors present +may adjourn the meeting from time to time without further notice. +Section 8. + +Board Decisions. + +The act of a majority of the Directors present at a meeting at which a +quorum is present shall be the act of the Board of Directors, unless the act of +a greater number is required by law or by these Bylaws. +Section 9. + +Vacancies, Additions, Elections and Removal. + +Any vacancy occurring in the Board of Directors and any Directorship +to be filled by reason of an increase in the number of Directors, shall be filled +by the Board of Elders with the advice and consent of a majority of the present +Board of Directors. Directors shall be removed by the Board of Elderspositions +shall become vacant, the Board of Elders shall act as Interim Board of Directors +until the vacancies are filled. +Section 10. +Compensation. +Directors, as such, shall not receive any salaries for their services. +However, a director or officer may be reimbursed for actual cost associated +with attending a meeting. Additionally, any director or officer who is an +employee of the corporation may receive fair compensation for services +rendered. + +Article VII +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 19 of 35 + + Officers +Section 1. + +Officers. + +The officers of this corporation shall be a President, a secretary, a +treasurer, and such other officers as may be elected in accordance with the +provisions of this Article. The Board of Directors may elect or appoint such +other officers, including one or more vice presidents, one or more assistant +secretaries and one or more assistant treasurers, as it shall deem desirable, such +officers to have the authority and perform the duties prescribed, from time to +time, by the Board of Directors. Any two or more offices may be held by the +same person. +Section 2. + +Election and Term of Office. + +The officers of the Church shall be elected biannually by the Board of +Directors with recommendation from the Board of Elders at the regular +meeting of the Board of Directors. If the election of officers is not held at such +meeting, such election shall be held as soon thereafter as is convenient. New +offices may be created and filled at any meeting of the Board of Directors. +Section 3. +Removal. +Any officer, elected or appointed by the Board of Directors may be +removed by the Board of Elders whenever in its judgment the best interests of +the Church would be served thereby, but such removal shall be without +prejudice to the contract rights, if any, of the officer so removed. +Section 4 . +Vacancies. +A vacancy in any office because of death, resignation, removal, +disqualification, or otherwise, may be filled by the Board of Elders for the +unexpired portion of the term. In the event the vacant position being filled is +that of the Pastor, the Board shall fill. + +Section 6. + +Duties of Officers. + +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 20 of 35 + + (a) +The President: He shall preside at all meeting of the Board of +Directors and see that all orders and resolutions of the Board are carried into +effect. He shall execute in the name of the Church all deeds, bonds, mortgages, +contracts, and other documents authorized by the Board of Directors. He shall +be an ex-officio member of all standing committees, and shall have the general +powers and duties of supervision and management usually vested in the office +of president of corporation. + +(b) The Secretary: The secretary shall attend all sessions of the Board +held at the office of the Church and act as clerk thereof and record all votes +and the minutes of all proceedings in a book to be kept for that purpose. He or +she shall give, or cause to be given, notice of meetings of the Board of Directors +when notice is required to be given under these Bylaws or by any resolution +of the Board. He shall keep the membership rolls of the Church, and perform +the duties incident to the office of secretary. +(c) The Treasurer: The treasurer shall keep full and accurate account +of the receipts and disbursements in books belonging to the Church, and shall +oversee the deposits of all moneys and other valuable effects in the name and +to the credit of the Church in such banks and depositories as may be designated +by the Board of Directors. He shall oversee the disbursement of the funds of +the Church as may be ordered by the Board and shall render to the President, +Directors and Board of Elders at the regular meetings of the Board, and +whenever they may require, accounts of all his transactions as treasurer and of +the financial condition of the Church. He shall perform the duties usually +incident to the office of treasurer and such other duties as may be prescribed +by the Board of Directors or by the President. +(d) +Delegating Powers to other Officers: In case of the absence of +any officer of the Church, or for any other reason that may seem sufficient to +the Board, the Board of Directors may delegate his duties and powers from the +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 21 of 35 + + time being any other officer, or to any Director. +(g) + +Article VIII +Committees, Deacons, and Board of Advisors +Section 1. + +Committees of Directors. + +The Board of Directors, by resolution adopted by a majority of the +Directors in office, may designate one or more committees which committees, +to the extent provided in such resolution, shall have and exercise the authority +of the Board of Directors in the management of the Church; but the +designation of such committees and the delegation thereto of authority shall +not operate to relieve the Board of Directors, or any individual Director, of any +responsibility imposed on it or him by law. +Section 2. +Other Committees. +Other committees not having and exercising the authority of the Board +of Directors in the management of the Church may be designated by a +resolution adopted by a majority of the Directors present at a meeting at which +a quorum is present. Except as otherwise provided in such resolution, members +of each such committee shall be members of the congregation of the Church, +and the Pastor shalt appoint the members thereof. Any member thereof may +be removed by the person or persons authorized to appoint such member +whenever in their judgment the best interests of the Church shall served by +such removal. +Section 3. + +Deacons. + +Deacons shall be ordained by the Board of Elders from the membership +of the congregation of the Church who demonstrate that their lives conform +Scripture qualifications thereof, (I Tim. 3:2-7; Titus 1:6-9; I Peter 5:2-3) +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 22 of 35 + + Deacons shall function to provide spiritual support to the Board of Elders in +the discipleship of new converts, praying for the sick (James 5:14), encouraging +and developing spiritual gifts and ministries in the body, and to assist in the +administration of the ordinance of the Church. Their number and term of +office shall not be pre-determined. They shall have no vote on the Board of +Directors; however, shall give counsel and mutual assistance to the Board of +Elders in the administration of business and work of the Church. +Section 4. + +Board of Advisors. + +A Board of Advisors may be appointed as set forth below. It shall be the +responsibility and privilege of the Board of Advisors to provide Godly counsel +to the Board of Elders and the Board of Directors. Counsel shall be in +organizational, financial, legal or other areas wherein the Elders or Board of +Directors determines professional counsel is needed and/or desirable. No +minimum or maximum number of members of the Board of Advisors shall be +established and the appointment to the Board and tenure thereon shall be at +discretion of the Board of Directors. The advice and consent of the Board of +Advisors shall be required to establish and/or change salary and other +compensation payable to the Pastor by the Board of Directors. + +Article IX +Ministers +Section 1. +Ordination and Licensing. +The Emmanuel Ministries International Church (EMIC) Leadership +may ordain and/or license a person as minister of the Gospel after first +examining the applicant's background, moral, and religious character, and +what previous Bible course and/or independent study applicant has received. + +Section 2. + +Board Of Elder + +The Board of Elders shall be an ordained and appointed to the office of +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 23 of 35 + + Elders to oversee the spiritual growth and development of the church +members and function as ministers of God and his kingdom. They shall be +ordained by the leadership of the EMIC. . They also function as advisors to the +Bboard of Directors. They set the spiritual direction of the church. The Board +of directors shall not have the authority to remove any elder from the board +of Elders. The Church finds its headship under the Lord Jesus Christ, in its +Eldership board. The Elders shall function as the chief executive officers of the +Church. They shall have general spiritual stewardship of the Church and +general supervision of the other officers. No person should be invited to speak, +teach or minister in the Church without their approval. β€œThe elders who are +among you I exhort, I who am a fellow elder and a witness of the sufferings of +Christ, and also a partaker of the glory that will be revealed: Shepherd the +flock of God which is among you, serving as overseers, not by compulsion but +willingly, not for dishonest gain but eagerly; nor as being lords over those +entrusted to you, but being examples to the flock; and when the Chief +Shepherd appears, you will receive the crown of glory that does not fade +away.” (1 Peter 5:1-4 NKJV) + +Article X +Indemnification, Insurance and Liability +of Elders/Pastors, Officers, Directors and Other Persons +Section 1. Indemnifications In Actions Other Than By Or In The Right Of +The Corporation. +The Corporation may Indemnify any person who was or is a party, or is +threatened to be made a party to any threatened, pending or completed action, +suit or proceeding, whether civil, criminal, administrative or investigative +(other than an action by or in the right of the Corporation) by reason of the +fact that he or she is or was a Director, officer, employee or agent of the +Corporation, or who is or was serving at the request of the Corporation as a +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 24 of 35 + + Director, officer, employee or agent of another corporation, partnership, joint +venture, trust or other enterprise, against expenses (including attorneys' fees), +judgments, fines and amounts paid in +settlement actually and reasonably incurred by such person in connection +with such action, suit or proceeding, if such person acted in good faith and in +a manner he or she reasonably believed to be in, or not opposed to, the best +interests of the Corporation, and, with respect to any criminal action or +proceeding, had no reasonable cause to believe his or her conduct was +unlawful. The termination of any action, suit or proceeding by judgment, +order, settlement, conviction, or upon a plea of nolo contendere or its +equivalent, shall not, of itself, create a presumption that the person did not act +in good faith and in a manner which he or she reasonably believed to be in, or +not opposed to, the best interests of the Corporation, or, with respect to any +criminal action or proceeding, that the person had reasonable cause to believe +that his or her conduct was unlawful. +Section 2. Indemnification In Actions By Or In The Right Of The +Corporation. +The Corporation may indemnify any person who was or is a party, or is +threatened to be made a party to any threatened, pending or completed action +or suit by or in the right of the Corporation to procure a judgment in its favor +by reason of the fact that such person is or was a Director, officer, employee +or agent of the Corporation, or is or was serving at the request of the +Corporation as a Director, officer, employee or agent of another corporation, +partnership, joint venture, trust or other enterprise, against expenses +(including attorneys' fees) actually and reasonably incurred by such person in +connection with the defense or settlement of such action or suit, if such person +acted in good faith and in a manner he or she reasonably believed to be in, or +not opposed to, the best interests of the Corporation, provided that no +indemnification shall be made in respect of any claim, issue or matter as to +which such person shall have been adjudged to be liable for negligence or +misconduct in the performance of his or her duty to the Corporation, unless, +and only to the extent that the court in which such action or suit was brought +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 25 of 35 + + shall determine upon application that, despite the adjudication of liability, but +in view of all the circumstances of the case, such person is fairly and reasonably +entitled to indemnity for such expenses as the court shall deem proper. +Section 3. +Right To Payment Of Expenses. +To the extent that a Director, officer, employee or agent of the +Corporation has been successful, on the merits or otherwise, in the defense of +any action, suit or proceeding referred to in Sections (A) and (B) of this Article, +or in defense of any claim, issue or matter therein, such person shall be +indemnified against expenses (including attorneysβ€˜ fees) actually and +reasonably incurred by such person in connection therewith. +Section 4. +Determination Of Conduct. +Any indemnification under Sections (A) and (B) of this Article (unless +ordered by a court) shall be made by the Corporation only as authorized in the +specific case, upon a determination that indemnification of the Director, +officer, employee or agent is proper in the circumstances because he or she has +met the applicable standard of conduct set forth in Sections (A) and (B) of this +Article. Such determination shall be made (1) by the Board of Elderss by a +majority vote who were not parties to such faction, suit or proceeding, (2) if +such a quorum is not obtainable, or, even if attainable, if a quorum of +disinterested Elders so directs, by independent legal counsel in a written +opinion, or (3) by the Members entitled to vote, if any. +Section 5. +Payment Of Expenses In Advance. +Expenses incurred in defending a civil or criminal action, suit or +proceeding may be paid by the Corporation in advance of the final disposition +of such action, suit or proceeding as authorized by the Board of Elders in the +specific case, upon receipt of an undertaking by or on behalf of the Director, +officer, employee or agent to repay such amount, unless it shall ultimately be +determined that he or she is entitled to be indemnified by the Corporation as +authorized in this Article. +Section 6. +Indemnification Not Exclusive. +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 26 of 35 + + The indemnification provided by this Article shall not be deemed +exclusive of any other rights to which those seeking indemnification may be +entitled under any agreement, vote of disinterested Directors, or otherwise, +both as to action in his or her official capacity and as to action in another +capacity while holding such office, and shall continue as to a person who has +ceased to be a Director, officer, employee or agent, and shall inure to the +benefit of the heirs, executors and administrators of such a person. +Section 7. +Insurance. +The Corporation may purchase and maintain insurance on behalf of +any person who is or was a Director, officer, employee or agent of the +Corporation, or who is or was serving at the request of the Corporation as a +Director, officer, employee or agent of another corporation, partnership, joint +venture, trust or other enterprise, against any liability asserted against such +person and incurred by such person in any such capacity, or arising out of his +or her status as such, whether or not the Corporation would have the power +to indemnify such person against such liability under the provisions of this +Article. +Section 8. +References To Corporation. +For purposes of this Article, references to "the corporation" shall +include, in addition to the surviving corporation, any merging corporation +(including any corporation having merged with a merging corporation) +absorbed in a merger which, if its separate existence had continued, would +have had power and authority to indemnify its Directors, officers, and +employees or agents, so that any person who is or was a Director, officer, +employee or agent of such merging corporation or is or was serving at the +request of such merging corporation as a Director, officer, employee or agent +of another corporation, partnership, joint venture, trust or other enterprise, +shall stand in the same position under the provisions of this Article with +respect to the resulting or surviving corporation as such person would have +with respect to such constituent corporation if its separate existence had +continued. +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 27 of 35 + + Section 9. +Other References. +For purposes of this Article, references to "other enterprises" shall +include employee benefit plans; reference to "fines" shall include any excise +taxes assessed on a person with respect to an employee benefit plan; and +references to "serving at the request of the corporation" shall include any +service as a director, officer, employee or agent of the corporation which +imposes duties on or involves services by such Director, officer, employee or +agent with respect to an employee benefit plan, its participants, or +beneficiaries. A person who acted in good faith and in a manner he or she +reasonably believed to be in the best interests of the participants and +beneficiaries of an employee benefit plan shall be deemed to have acted in a +manner "not opposed to the best interests of the corporation" as referred to in +this Article. +Section 10. +Severability. +The invalidity or unenforceability of any provision in this Article shall +not affect the validity or enforceability of the remaining provisions of this +Article. +Section 11. +To the fullest extent permitted by applicable state law, as now in effect +and as amended from time to time, the Church's Elders, or a director or officer +of the Church shall not be personally liable for monetary damages for any +action taken or failure to take any action. + +Article XI +Board of Directors Liability +Section 1. +A director of the Church shall stand in a fiduciary relationship to the +Church and shall perform his duties as a director, including his duties as a +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 28 of 35 + + member of any committee of the Board upon which he may serve, in good +faith, in a manner he reasonably believes to be in the best interests of the +Church, and with such care, including reasonable inquiry, skill and diligence, +as a person of ordinary prudence would use under similar circumstances. In +performing his duties, a director or committee member shall be entitled to rely +in good faith on information, opinions, reports or statements, including +financial statements and other financial data, in each case prepared by any of +the following: +(a) One or more officers or employees of the Church whom +the director reasonably believes to be reliable and competent in the +matters presented; +(b) Counsel, public accountants or other persons as to matters +which the director reasonably believes to be reliable and competent in +the matters presented; +(c) A committee of the Board of Directors upon which he does +not serve, duly designated in accordance with law, as to matters within +its designated authority, which the director reasonably believes to merit +confidence. +Section 2. +The Church's Elders or director shall not be considered to be acting in +good faith if he has knowledge concerning the matter in question that would +cause his reliance to be unwarranted. +Section 3. +In discharging the duties of their respective positions, the Elders, the +Board of Directors, committees of the Board of Directors and the individual +Board members thereof may, in considering the best interests of the Church, +consider the effects of any action upon employees, suppliers and customers of +the Church and upon communities in which offices or other establishments of +the Church are located, and all other pertinent factors. The consideration of +those factors shall not constitute a violation of this section. +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 29 of 35 + + Section 4. +Absent breach of fiduciary duty, lack of good faith or self dealing, actions +taken as the Church's Elders, director or officer, or any failure to take any +action shall presumed to be in the best interests of the Church. The Church's +Elders-, director or officer of the Church shall not be personally liable for +monetary damages as such for any action taken, or any failure to take any +action, unless: +(a) The Elders, officer or director has breached or +perform the duties of his office under this section or under the +provisions of any employment agreement with the +Church; + +failed to +specific + +(b) The breach or failure to perform constitutes self dealing-, +willful misconduct or recklessness. +Section 5. +The provisions of this section shall not apply to: +(a) The responsibility or liability of the Church's +Elders, +officer or director pursuant to any criminal statute; +or +(b) The liability of the Church's Elders, officer or +director +for the payment of taxes pursuant to local, state or federal +law. + +Article XII +Interested Board Members +Section 1. +No contract or transaction between the Church and its President or one +or more of its Board members or officers, or between the Church and any other +corporation in which its President or one or more of its Board members or +officers are also Board members or officers or have a financial interest shall be +void or voidable solely for such reason, or solely because the President or +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 30 of 35 + + director or officer is present as or participates in the meeting of the Board +which authorizes the contract or transaction, or solely because his or their +votes are counted for such purpose, if: +(a) The material facts as to his interest and as to the contract +or transaction are disclosed or known to the Board of Directors and the +Chairman of the Board in good faith authorizes the contract or +transaction; +or +(b) The contract or transaction is fair as to the Church as of +the time it is authorized, approved or ratified, by the President of the +Board of Directors. +Section 2. +Interested Board members may be counted in determining the presence +of a quorum at a meeting of the Board of Directors which authorizes a contract +or transaction in the preceding section. + +Article XIII +Contracts, Checks, Deposits and Funds +Section 1. + +Contracts. + +The Board of Directors may authorize any officer or officers, agent or +agents of the Church, in addition to the officers so authorized by these Bylaws, +to enter into any contract or execute and deliver any instrument in the name +of and on behalf of the Church, and such authority may be general or may be +confined to specific instances. + +Section 2. +Checks, Drafts, or Orders. +All checks, drafts, or orders for the payment of money, notes, or other +evidences of indebtedness issued in the name of the Church shall be signed by +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 31 of 35 + + such officer or officers, agent or agents of the Church, and in such manner as +shall from time to time be determined by resolution of the Board of Directors. +In the absence of such determination by the Board of Directors, such +instruments may be signed by either the treasurer or the Elders of the Church. +Section 3. + +Deposits. + +All funds of the Church shall be deposited from time to time to the credit +of the Church in such banks, trust companies, or other depositories as the +Board of Directors may select. +Section 4. + +Gifts. + +The Board of Directors may accept on behalf of the Church any +contribution, gift, bequest or devise for any purpose of the Church (Mal. 3:10; +Luke 6:38; I Cor. 16:1; and II Cor. 9:6-8). + +Article XIV +Facility Use And Permitted Access To Facility +Neither property or facilities owned or controlled by the Church (or +used with permission obtained by the Church) shall be used or permitted to be +used for any activity or speech that is contrary to any stated or implied doctrine +or religious belief or practice of the Church, and likewise it shall not be used +by persons other than members and their families who are in conformity to +our bylaws and Statement of Faith, unless agreed to by all Elders Permitted +Access to Facilities and Activities: A person’s sex is either male or female and +is determined by birth. Participation in any program or activity that is limited +individuals is exclusively limited to individuals of one sex is exclusively limited +to individuals who are persons of that sex. Access to facilities that are +designated for use by only one sex is exclusively limited to individuals who are +persons of the sex. Individuals should not intentionally present their physical +features or dress to be a person of the opposite sex of their birth. +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 32 of 35 + + Article XV +Books and Records +The Church shall keep correct and complete books and records of +account and shall also keep minutes of the proceedings of its members, Board +of Directors, committees having and exercising any of the authority of the +Board of Directors, and any other committee, and shall keep at the principal +office a record giving the names and addresses of the Board of Directors +members entitled to vote. All books and records of the Church may be +inspected by any member, or his agent for any proper purpose at any +reasonable time. + +Article XVI +Fiscal Year +The fiscal year of the Church shall be the calendar year. + +Article XVII +Dissolution +Section 1. + +Upon the dissolution of the Church, the Board of Directors shall, after +the payment of all the liabilities of the Church, dispose of all of the assets of +the Church exclusively for the purposes of the Church in such manner, or to +such organization or organizations organized and operated exclusively for the +purposes of the Church in such manner, or to such organization or +organizations organized and operated exclusively for charitable, educational, +religious or scientific purposes as shall qualify as an exempt corporation or +organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 33 of 35 + + as amended (or of the corresponding provisions of any future United States +Revenue Law) as the Board of Directors shall determine. +Section 2. +No part of the net earnings of the Church shall inure to the benefit of, +or be distributable to, its members, officers, Directors, or any person except +that the Church shall be authorized and empowered to pay reasonable +compensation for services rendered, and to make payments in the furtherance +of the Church. Notwithstanding any other provisions of the Articles of +Incorporation or these Bylaws of the Church, the Church shall not carry on +any activity not permitted to be carried on (a) by a corporation exempt from +Federal Income Tax, under Section 501(c)(3) of the Internal Revenue Code of +1986, as amended, (or by the corresponding section of any future Revenue +Code of the United States of America) or (b) by a corporation, contributions of +which are deductible under Section 170(c)(2) of the Internal Revenue Code of +1986, as amended (or the corresponding section of any future United States +Revenue Law). + +Article XVIII +Seal +The Board of Directors shall provide a corporate seal, which shall be as +set forth below. The signature of the President of this corporation, duly +attested to by the Secretary, may be used in lieu of a seal. + +Article XIX +Amendment of Bylaws +The Articles of Incorporation and these Bylaws may be altered, +amended, or repealed, and new bylaws may be adopted by a two thirds- (2/3) +majority vote of the Board of Directors of the Church at any regular or special +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 34 of 35 + + combined meeting of the Board of Directors; provided, however, that any +action of the Board taken for the purpose of altering, amending or repealing +any part of Article Five (V) of these Bylaws may be adopted only by the +unanimous vote of the Board of Directors. At least fourteen (14) days written +advance notice of a meeting called for the purpose of altering, amending or +repealing the Church's Bylaws or Articles of Incorporation shall be given to +each member of the Board of Directors. + +Adopted by the full Board of Directors at a meeting held on the 30th day +of December 2024. The approval is memorialized in the minutes of said +meeting. + +Dr. Adolfo Reyna, President + +Jibran Oliveros, Secretary + +Dr. David Hewitt, Treasurer + +Bylaws Emmanuel Ministries International Church Florida +2024 +Page 35 of 35 + + \ No newline at end of file