Articles of Incorporation Heartland Faithful Emmaus Community I, the undersigned, acting as the incorporators of a non-profit religious corporation, under the Nonprofit Corporation Law of Nebraska, hereby sign and verify the following Articles of Incorporation for such corporation.

Bylaws Article I.

Name The name of this Community shall be Heartland Faithful Emmaus Community, hereinafter referred to as the Community.

Article II.

Registered Office and Agent Living Faith United Methodist Church 5310 S 182nd Ave Omaha, NE 68135-1549 (402) 393-2321

Article III.

Purpose

Section 1.

This corporation is a religious corporation.

Section 2.

The purpose of the Community shall be to inspire, challenge, and equip church members for Christian action in their homes, churches, places of work, and the world Community through the Emmaus experience.

Section 3.

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

Section 4.

Definitions Ex- officio

Article IV.

an ex officio member is a member of a body (a board, committee, council, etc.) who is part of it by virtue of holding another office

Membership

Section 1.

All persons who have completed a weekend experience of The Walk to Emmaus sponsored by an Upper Room Emmaus Community shall be members of the Community.

Section 2.

Persons who have completed a Walk to Emmaus or other recognized fourth day group, as found in the WTE Coordinators Manual Appendix A, may become members by participating in the Community activities and by contacting the Registrar (responsible for membership records) or any Board member expressing their desire to be a part of the Community.

Article V. Section 1.

Board of Directors Purpose Direction of the Community shall be vested in a Board of Directors.

Section 2.

Directory Liability Limitations A director shall have no liability to the Corporation for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful or violates the requirements of these articles of incorporation, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. If the Nonprofit Corporation Law of Nebraska is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Nonprofit Corporation Law of Nebraska, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification unless otherwise directed by law.

Section 3.

Composition The Board will consist of fifteen (15) elected lay members and the Community Spiritual Director.

Section 4.

Terms of Office Laypersons on the board shall be elected by the Community members for three (3)year terms in three (3) classes, each class having five (5) members. Board members cannot succeed themselves in consecutive terms, a term being three (3) years. A one year break is required between terms. Terms of office shall begin January 1 and shall terminate December 31, except for officers, who shall serve until election of new officer in January as provided in Section 5.

Section 5.

Election of Board Members Board members are elected by the Community. a) The nominating committee shall submit to the Board a slate of seven (7) nominees to elect five (5) board members. b) The ballot shall be provided to the Community members and shall be available no later than October of each year. c) Ballots are to be received by the board no later than November of each year. d) Election is by majority vote of the ballots cast.

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e) The board may elect persons, upon nomination by the Chair of the Board of Directors, to fill a vacant term until the next regular election for that term. Such persons are eligible for election to a full term by the Community at next regular election. Article VI. Section 1.

Officers of the Board Officers Officers shall be the Chair, Vice-Chair, Secretary, and Treasurer; and in case of absences will chair meetings in this order. Officers can accept responsibility for a work area in addition to an elected position on the board.

Section 2.

Election of Officers Officers shall be elected annually by the Board of Directors at the January meeting for a one (1)-year term of office effective with the close of the January meeting.

Section 3.

Spiritual Director The Spiritual Director of the Community shall be selected annually by the Board of Directors. Term of office shall begin January 1. The Spiritual Director may be replaced during the term by ten (10) affirmative votes.

Article VII.

Meetings

Section 1.

The board shall meet monthly in regular meetings unless otherwise ordered by a twothirds (2/3) vote of the Board in a regular meeting.

Section 2.

Quorum Ten (10) members of the Board of Directors present at a duly called meeting shall constitute a quorum.

Section 3.

Special Meetings Special Board meetings may be called by the chair or when requested in writing by ten (10) members of the Board.

Article VIII. Committees Section 1.

The Board of Directors shall name Board members to chair the following committees:         

Agape Candlelight/Sponsors’ Hour Facilities Gathering Group Reunions Kitchen Supply/Literature Music/Entertainment Communications 3

   Section 2. Article IX.

Prayer Registrar Team Selection/Nominating Committee

The Chair of the board will be an ex-officio member of all standing committees. Walk to Emmaus

Section 1.

The Community shall follow the guidelines of The Upper Room Walk to Emmaus program in the presentation of the three-day (72-hour) experience Walk to Emmaus.

Section 2.

The Board of Directors shall have general oversight in all matters relating to the local Walk to Emmaus Community.

Section 3.

The Board of Directors shall choose a Lay Director of each Community Walk to Emmaus weekend.

Section 4.

The Spiritual Director for each Community Walk to Emmaus shall be selected by the board.

Section 5.

The board shall establish a Team Selection Committee. The Team Selection Committee shall consist of the Team Selection Chair, the Community Spiritual Director and three (3) or four (4) non-board members of the Emmaus Community who have broad awareness of the Community membership and a solid understanding of team needs. The Team Selection Chair shall nominate the Community members to the Board of Directors for approval.

Article X.

Amendments

Section 1.

Proposed amendments may be presented to the board by any member of the Community one (1) month in advance of consideration by the board.

Section 2.

If the amendments are voted in the affirmative by a three-fourths (3/4) vote of the board, they will be circulated to the membership, and if there are no petitions signed by at least twenty-five (25) Community members objecting to the new amendments, the amendments shall be adopted. Any objections must be received within sixty (60) days of the announcement of the amendments at a regularly scheduled Community Gathering. If an objection petition is received, the amendment will be considered void.

Section 3.

If the board then wishes to submit the amendment to the entire Community for a vote, it may do so. A majority or plurality of votes cast by the membership will decide the matter.

Article XI.

Ratification The bylaws take effect immediately upon certification of the board that a majority of the mail ballot of the Community approves them.

Article XII.

Dissolution Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed 4

to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article XIII. Incorporator The name and address of the incorporator of the Corporation is as follows: Name: Address:

Daniel L. DeLuna, Community Lay Director 230 North 7th Street Springfield, Nebraska 68059

The undersigned incorporator certifies that he executes these Articles for the purposes stated.

___ Signature

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Daniel L DeLuna, Community Lay Director

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_________________ Date

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