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

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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