FamReynaBrain/projects/emic_fl_bylaws_summary_2024-12-30.md

---
Date: 2026-07-23
Author: Adolfo Reyna / Chitwood & Chitwood
Tags: [emic-fl, bylaws, governance, 2024, board]
---

# EMIC Florida Bylaws — Summary — Adopted Dec 30, 2024

**File:** `resources/bylaws/Bylaws_EMIC_Florida_2024-12-30.pdf` (35 pages) + .txt extraction
**Adopted:** December 30, 2024 — Full Board — 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) — must show new birth, consistent Christian life, worship regularly 3mo, support financially, subscribe to Statements of Faith
  - Board of Directors (voting) — 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 — 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 — 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 — distinct authority
- Membership is nonvoting — 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 — 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

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