Concho Country Emmaus Community

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ARTICLES OF ASSOCIATION AND BY-LAWS OF

CONCHO COUNTRY EMMAUS COMMUNITY

ARTICLE I. NAME AND ORGANIZATIONAL FORM

Section A. Name . The name of this community shall be Concho Country Emmaus Community (hereinafter “Community”).

Section B. Organization . The Community is and shall be a Texas unincorporated, non-profit association.

Section C. Affiliations . This Community is affiliated with the International Emmaus Program of Upper Room Ministries, Nashville, Tennessee; shall be a “local Community/Fourth Day Group” of the Southwest Texas Conference of the United Methodist Church Emmaus Community (hereinafter “SWTC Emmaus”) as provided under Article V of the Bylaws of the SWTC Emmaus community.

ARTICLE II. OBJECTIVES AND PURPOSES OF THE ORGANIZATION

Section A. Objective . The objective of the Community shall be to inspire, challenge, and equip church members for Christian action in their homes, churches, places of work, and communities through the Walk to Emmaus, Chrysalis Flight and Chrysalis Journey experiences under the procedures and guidelines established by The Upper Room Handbook on Emmaus (hereinafter “UR Handbook”) as it presently exists or as it may hereafter by amended.

Section B. Purpose . The Community shall be organized, exclusively for religious purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. To that end,

no part of the funds of the Community shall inure to the benefit of, or be distributed to its members, directors, or other private persons, except that the Community shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objective set forth in Section A of this Article II. No substantial part of the activities of the Community shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Community shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign for public office; and

notwithstanding any other provision of these Articles and By-Laws, the Community shall not carry on any activities not permitted to be carried on (1) by an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (2) by an organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Service law).

ARTICLE III. MEMBERS

Section A. Qualifications . All persons who have completed a weekend experience of the Walk to Emmaus (hereinafter sometimes “Walk”) or Chrysalis Weekend conducted by the Community are eligible to be members (hereinafter “Members”) of the Community. Additionally, persons who have completed a Chrysalis Weekend, Cursillo Weekend, Tres Dias, Search, or Walk to Emmaus in another community are also eligible to become Members by (1) participating in the activities of the Concho Country Emmaus Community and (2) making a written request to the Secretary of the Community that their names be placed on the Community’s membership list.

Section B. Establishing Membership and Voting Rights . All persons who meet the qualifications set forth in Section III(A) above shall, without further action, be Members of the Community; however to acquire voting rights a Member must either (1) be listed on the Community’s current mailing list, (2) be listed on the Community’s web-site, or (3) request in writing or e-mail delivered to the Secretary of the Community that his/her voting rights continue for the current or immediately following calender year, or (4) have completed and filed with the Community a Team Service Form. Each person who completes a weekend experience of the Walk to Emmaus conducted by the Community or a Chrysalis Weekend sponsored by the Concho Country Chrysalis Community shall automatically have voting rights for one year from the date of completion of that Walk or Chrysalis Weekend. Any Member may withdraw his/her membership in the Community by written or e-mail notice delivered to the Secretary of the Community.

Section C. Removal . A Member shall be removed from membership in any of the following events:

(1) Adoption of a resolution approved by (a) a unanimous vote of all Directors attending a duly called and convened meeting of the Board of Directors (hereinafter “Board”) and (b) a subsequent majority vote at a meeting of the Members; or

(2) Death of a Member.

If Community correspondence mailed to the Member addressed to the last address shown on the records of the Secretary of the Community is returned due to improper address or unknown address, then, at the discretion of the Board, the Member may be removed from the Community’s mailing list and the Community’s web-site directory, and his/her voting rights may be withdrawn.

Section D. Regular Meetings .. Regular meetings (hereinafter “Regular Meetings”) of the Members shall be held on the first Tuesday of each month unless the Board provides otherwise. Unless the members of the Board decide otherwise, Regular Meetings of the Members shall, in addition to the conduct of any businesses of the Community, include a service of worship, praise and prayer commonly known and hereinafter referred to as a “Community Gathering”. The times and places of such meetings shall be as determined by the Board and announced (1) at the prior Regular Meeting of Members, (2) in the Community newsletter published at least one week prior to the meeting or (3) on the Community web page at least one week prior to the meeting. Attendance by 20 Members with voting rightsat a Regular Meeting shall constitute a quorum for purposes of conducting business. Any business or organizational matter (exclusive of Community Gathering activities) presented at a Regular Meeting of the Members must first have been presented and considered by the Board unless exigencies exist that would require immediate action by the Members.

Section E. Special Meetings .. Special meetings (hereinafter “Special Meetings”) of the Members may be held as determined and called by the chairman of the Board. Notice by third or higher class mail or e-mail shall be mailed to each Member with voting rightsat said Member’s mailing address listed on the Secretary’s current membership list at least seven (7) but no more than thirty (30) days prior to the meeting; the notice must, at a minimum, state the date, time and place of the meeting and the matters to be considered at the meeting. Attendance of 20 Members with voting rightsat a Special Meeting shall constitute a quorum for purposes of conducting business. No matter (other than worship, prayer and praise) may be taken up at a Special Meeting of the Members unless the matter is set forth in the notice of the meeting or exigencies exist that would require immediate action by the Members.

Section F. Voting Rights . Each Member with voting rightsshall have one vote at meetings of Members. Voting may be conducted by proxy; however such proxies must be written, signed by the delegating Member and presented to the recording officer of the meeting at least 30 minutes prior to the beginning of the meeting. The Secretary or a person designated by the Secretary or President shall be the recording officer at meetings of the Members.

ARTICLE IV. BOARD OF DIRECTORS

Section A. Governance . Governance, i.e. the formation of broad policy of the Community, shall be vested in a Board of Directors (“Board”). The duties, rights and obligation of Directors of the Community shall be as provided in these Articles And By-Laws and as provided in the book entitled The Board of Directors written/compiled by Richard A. Gilmore and published by The Upper Room. Should any conflict exist between these two documents, the terms of these Articles And By-Laws shall control.

Section B. Composition of the Board and Election of Directors . The Board shall be comprised of the following persons:

(1) twelve non-clergy Members (hereinafter “Lay Members”). Lay Members, who must be members of the Community, shall be elected at the Regular Meeting of Members to be held in May of each year. The Board, upon consideration and approval of a slate of nominees selected by the Nominating Committee, shall present to the Members at that meeting a list of nominees who shall stand for election. Members may submit potential nominees to the Nominating Committee, for its consideration; these nominations must be submitted in writing to the Secretary of the Community at least 30 days prior to the election of Directors. The composition of the Board upon completion of the election of Directors must meet all requirements of this Article IV. Lay Members cannot succeed themselves in consecutive terms. Lay Members shall be elected for a three (3) year term. The Lay Members shall be grouped into three classes of four Directors each. One class of Directors shall stand for election each year;

(2) three clergy directors (hereinafter “Clergy Members”). Clergy members as defined in the UR Handbook and by SWTC Emmaus shall be nominated and elected in the same manner as Lay Members. Clergy Members must be members of the Community. Clergy Members shall be elected for one year terms only;

(3) the Community Lay Director (hereinafter “CLD”) as an ex officio,voting, Director . In the event the CLD is at the time of his/her election serving as a Lay Member of the Board, the CLD shall continue to be a Lay Member of the Board;

(4) at least two (2) and no more than three (3) liaisons appointed by the Board of Directors of Concho Country Chrysalis Community (“CCCC”) one of whom shall be a Director of the Board with full voice and voting rights;

(5) the immediate past Chairperson of the Board shall serve for one additional year as an ex-officio, Director regardless of whether the normal three-year term of the class in which the Chairperson was elected has expired. If serving in a three-year term class of Directors then the immediate past chairperson shall continue to be a voting Director; otherwise, he/she shall be a non-voting member;

(6) the Community SWTC Emmaus Community Board Representative as an ex-officio, but non-voting, member; and

(7) all committee chairpersons shall be ex-officio, non-voting members of the Board.

Section C. Election of Chairperson of the Board of Directors . The Regular Meeting of Directors held in May shall adjourn prior to the Regular Meeting of Members held in May, and the newly elected Board shall reconvene immediately after that Regular Meeting of Members to elect a Chairperson of the Board of Directors (“Chairperson”). Upon election, the Chairperson shall serve until his/her replacement is elected.

Section D. Experience Requirements . Directors must have served on an Emmaus or Chrysalis team, must be active in a reunion group/accountability group, and five (5) of the fifteen (15) must have been a Lay or Spiritual Director on a Walk to Emmaus, a Chrysalis Flight or a Chrysalis Journey. To preserve the ecumenical nature of the Community, it is recommended that a variety of congregations and denominations be represented on the Board.

Section E. Regular Meetings .. Regular Meetings of the Board shall be held without notice on the same day as Regular Meetings of the Members unless the Board by an affirmative vote of two-thirds (2/3) of the then sitting Directors decides otherwise. Regular Meetings of the Board shall begin at least one hour prior to Regular Meetings of the Members and shall be conducted at or near the site of the Regular Meeting of the Members unless the Chairperson directs otherwise.

Section F. Special Meetings .. Special Meetings of the Board may be held as determined and called by either the Chairperson or at the request of at least three Directors. Notice by third or higher class mail or e-mail addressed to the mailing address of the Directors shown on the mailing list maintained by the Secretary of the Community shall be made to each Director at least seven (7) but no more than thirty (30) days prior to the meeting; the notice must, at a minimum, state the date, time and place of the meeting and the matters to be considered at the meeting. Directors may waive their right to notice of a Special Meeting.

Section G. Quorum Requirements and Voting Rights . Attendance of a regular or special Board meeting by five (5) or more Directors shall constitute a quorum. Each Director, unless otherwise provided for in these Articles and By-laws shall have one vote; the Chairperson shall cast a vote only in the event of a tie vote. Directors may cast votes by or through a written proxy.

Section H. Terms . Unless otherwise provided, the term of office for Lay Members and Clergy Members shall begin immediately upon their election and shall terminate upon the election of their successor. The term of ex-officio Directors shall be for their tenure in office.

Section I. Vacancies . The Board shall elect persons to fill vacancies on the Board until the regular term of the replaced Directors expires. The Board, following such election, must meet the requirements of Section IV (D) above. Directors elected to fill vacancies are eligible for election for a full term by the Community at the expiration of the partial term in which they have served.

Section J. Removal . Any Director other than an ex-officio Director may be removed from that position, with or without cause, by an affirmative vote of at least ten (10) of the then sitting Directors or if there are less than ten (10) sitting Directors, then by a two-thirds (2/3) vote of the then sitting Directors. A Director, the subject of a motion to remove, shall be entitled to vote on the matter.

Section K. Review of By-laws . Pursuant to the UR Handbook the By-laws of the Community should be reviewed by the Board once every five years beginning with the year 2008.

Section L. Appointment of CCCC Liaisons. The Board shall appoint at least two (2) and no more than three (3) of its Directors as liaisons to the CCCC Board. This appointment shall be made at the Regular Meeting of Directors in June unless the Chairperson directs otherwise.

ARTICLE V. OFFICERS

Section A. Designation of Officers . The officers (hereinafter “Officers”) of the Community and their job descriptions are as follows:

1. Chairperson of The Board Of Directors

(a) Presides at all meetings of the Board;

(b) Develops Board meeting agenda;

(d) Serves as an ex-officio,but non-voting,Director one (1) year after leaving office if the normal term of the class in which he/she was elected has expired;

(e) Calls Special Meetings of the Board when necessary;

(f) Serves as Board contact person for communications with facilities (“Walk Venues”) at which Walks will be conducted, e.g., Christ the King Retreat Center (hereinafter “CKRC”);

(g) Schedules Walks to Emmaus with the proper person at Walk Venues;

(h) Provides information for the Community newsletter; and

(i) Appoints a Director’s Nominating Committee in March of each year and establishes any ad hoc committees deemed in the best interest of the Community.

2. Secretary

(a) Records or designates persons to record minutes of the meetings of the Board and Members;

(b) Presides at Board meetings in the absence of the Chairperson;

(d) Maintains Community records in a bound volume(s) which shall include the current version and past versions (which past versions shall be conspicuously labeled) of Community Articles and/or By-Laws, including amendments, minutes of the Members and Board meetings, written reports of Committees, and formal correspondence of Community;

(e) Provides information for use in the Community newsletter;

(f) Provides copies of documents from the Community records as needed;

(g) Receives and distributes Community mail to the appropriate persons; and

(h) Insures that the Community is on the mailing list of Upper Room Ministries, Nashville, Tennessee, and the Southwest Texas Conference of the United Methodist Church for updates and supplements on Emmaus and Chrysalis manuals and materials. Also responsible for forwarding these manuals and materials to all clergy Members.

3. Treasurer

(a) Collects, distributes and records receipts, deposits and disbursements of Community funds;

(b) Presides at Community Board meetings in the absence of the Chairperson and the Secretary;

(c) Prepares and submits to each Regular Meeting of the Board a “Treasurer’s Report” which report shall include balance of cash on hand and outstanding debt owed by the Community;

(d) Provides copies of Treasurer’s Report as needed; and

(e) Serves as contact person for disbursements to childcare providers, Walk Lay Directors, appropriate Members, scholarship candidate applications, and other entities as instructed by the Board.

4. Community Spiritual Director (“CSD”)

(a) Organizes and conducts the Community Gatherings with the Community Lay Director;

(b) Provides information for use in the Community newsletter; and

5. Community Lay Director (“CLD”)

(a) Serves as Community Lay Director In Training (“CLDIT”) beginning with his/her election and continuing until the election of officers under Section V(B)(3) below, during which time he/she shall not be a member of the Board unless serving as a Lay Member of the Board. The CLDIT shall assume duties as CLD immediately following the election of officers under Section V(B)(3) below, and shall at that time become a voting, ex-officio member of the Board unless the CLD is already serving as a Lay Member of the Board. The CLD will then continue in his/her regular board term and will not be considered an ex officio member of the Board. If a CLDIT is already a Lay Member of the Board, he/she shall not lose his/her voting rights or membership on the Board during his/her tenure as CLDIT. A CLDIT assists the incumbent Community Lay Director in preparation and training to assume his/her duties as Community Lay Director.

(b) Organizes and conducts the Community Gatherings with the Community Spiritual Director;

(d) Arranges for the “Fourth Day Talk” for Community Gatherings;

(e) Makes arrangements for facilities for Regular Meetings and Special Meetings of the Members;

(f) Makes arrangements for childcare for Regular Meetings of Members;

(g) Provides information for use in the Community newsletter; and

(h) Trains CLDIT.

6. SWTC Emmaus Community Board Representative (“SWTC Emmaus Board Rep.”)

(a) Attends quarterly meetings of the SWTC Emmaus Board or arranges for an alternate board representative (who must be a Member) to attend the meeting in his/her absence;

(b) Submits for SWTC Emmaus Board’s consideration and approval preferred dates and locations for the Community’s Walks;

(c) Notifies SWTC Board of Lay Directors, Spiritual Directors and Board Representatives selected by the Community for its scheduled Walks, at least six (6) months prior to each event;

(d) Confirms that Lay Directors of Walks and Community Board Representatives serving on Walks complete a Training Seminar within 15 months of the scheduled Walk;

(e) Serves as an ex-officio member of the SWTC Emmaus Board;

(f) Represents the Community’s opinions and viewpoints to the SWTC Emmaus Board, even over his/her own opinions;

(g) Acts as liaison between Community Board and SWTC Emmaus Board;

(h) Attends monthly Community Gatherings to report actions taken by the SWTC Emmaus Board;

(i) Writes articles for Community newsletter regarding SWTC Emmaus Board action and provide other pertinent information to the Community;

(j) Serves as an ex-officio, non-voting member of the Board;

(k) Provides Community Board with copies of the SWTC Emmaus Board agenda as soon as possible prior to the SWTC Emmaus Board quarterly or called meetings;

(l) Provides Community Board with copies of SWTC Emmaus Board Minutes and Treasurer’s Report as soon as possible following a meeting; and

(m) Answers questions from Members regarding matters before the SWTC Emmaus Board.

Section B. Selection of Officers.

1. Officer Positions That Must Be Chosen From Incumbent Directors . With the exception of the Community Spiritual Director, Community Lay Director, and the Community/SWTC Emmaus Board Representative officers must be chosen from the then sitting Board of Directors.

2. Holding Of Multiple Offices . Unless the Board passes a resolution to the contrary, no officer may be elected or serve in more than one office at a time.

3. General Election Of Officers . With the exception of the CLD and the SWTC Emmaus Board Rep, all officers shall be elected by the Board immediately following the Regular Meeting of Members held in May. These officers shall hold office until their replacement is elected or they are removed.

4. Community Lay Director . To the extent practical, the Community Lay Director shall be elected by the Board at least six (6) months prior to the Regular Meeting of Members in May. The person so elected shall serve as a Community-Lay-Director in Training (CLDIT) until the election of officers as provided in Section V(B)(3) above, at which time that elected person shall become the CLD and replace the incumbent CLD.

5. SWTC Emmaus Board Rep . SWTC Emmaus Board Rep shall be elected by the Board at the February Regular Meeting of the Board held immediately prior to the expiration of the term of the incumbent. SWTC Emmaus Board Rep is elected for a three year term beginning on May 31 in the year of election and ending on May 31 three years thereafter. The SWTC Emmaus Board Rep must be available to attend SWTC Emmaus Board meetings. The SWTC Emmaus Board Rep cannot serve for consecutive terms.

Section C. Removal . Officers may be removed from office by an affirmative vote of at least ten (10) Directors, with or without cause, or if there are less than ten (10) sitting Directors, then by a two-thirds (2/3) majority of said sitting Directors.

Section D. Vacancies . Unless otherwise provided for in these Articles and By-laws, the Board shall appoint persons to serve the unexpired term of any vacant officer’s position.

ARTICLE VI. COMMITTEES

Section A. Creation And Purpose . The Board may from time to time create and appoint such Committees as it deems appropriate to support the Community’s Walks and maintain the spiritual vitality and fellowship of the Community, and enhance the administration of the Community of the Board:.

Section B. Standing Committees . Unless the Board passes a resolution to the contrary, the Community shall be served by the following standing committees of the Board:

(1) Community Agape Letter Committee;

(2) Supplies Coordinator Committee;

(3) Follow-up Activities Committee;

(4) Out-of-Town Community Prayer Vigil Committee;

(5) Local Community Prayer Vigil Committee;

(6) Newsletter Committee;

(7) Nominating Committee. The duties of this committee shall include presenting nominees for election to the Board of Directors. This committee will announce its nominations for Directors at the regular April Board meeting;

(8) Team Selection Committee. This committee shall perform duties set forth in the UR Handbook. There shall be at least one past Walk Lay Director appointed to this committee; and

(9) Concho Country Chrysalis Board of Directors. Subject to the review and approval of its actions by the Board, the Concho Country Chrysalis Board of Directors shall form broad policy of the Concho Country Chrysalis Community.

Section C . Committee Membership Requirements. The Board shall name a Member(s) to chair each committee; each chairperson must have served on an Emmaus Walk team and be active in a reunion group/accountability group. Any appointed committee chairperson will be an ex-officio, non-voting member of the Board. For a committee chairperson to bring an item for consideration by the Board, the item must be presented to the of the Board at least 24 hours prior to the meeting unless a majority of the attending voting members at the Board meeting waive the requirement. The Chairperson of the Board or such person as he/she designates shall be an ex-officio, non-voting member of all standing committees.

ARTICLE VII. COMMUNITY WALKS TO EMMAUS

Section A. International Emmaus Movement Guidelines . The Community shall follow the guidelines of the International Emmaus Movement in the formation of the three-day (72 hour) experience, known as “Walk to Emmaus” as set forth in the most current edition of the UR Handbook.

Section B. Board Oversight . The Board shall have general oversight in all matters relating to the Community’s Walks. Subject to the provisions of Section V(A)(6)(b) above and the UR Handbook the Board shall set the dates and places for each Walk.

Section C. Selection of Walk Lay Directors .The Board shall select Lay Directors for Community Walks. The Chairperson shall (1) contact the recommended Lay Director to ascertain his/her willingness to accept the assignment and (2) notify the chairperson of the Team Selection Committee of the LD’s acceptance. To the extent practical, Walk Lay Directors shall be approved at least twelve months in advance.

Section D. Selection of Walk Spiritual Directors .The Board, after consultation with the Community Spiritual Director and the Lay Director of the applicable Walk, shall select Spiritual Directors for Community Walks. The Chairperson shall (1) contact the recommended Spiritual Director to ascertain his/her willingness to accept the assignment and (2) notify the SWTC Emmaus Board Rep. in his/her capacity as chairperson of the Nominating Committee of the SD’s acceptance. To the extent practical, Walk Spiritual Directors shall be approved at least twelve months in advance. Spiritual Directors shall be clergy ordained by their denominational structures and be serving local churches. Assistant Spiritual Directors may be ordained or licensed by their denominational entity

Section E. Experience and Attributes of Walk Lay Directors and Walk Spiritual Directors :

1. The Walk Lay Director shall have served as a team member on at least two (2) Emmaus Weekends, having served at least once as a Table Leader or an Assistant Table Leader, and served at least once as an Assistant Lay Director. Additionally, Walk Lay Directors shall have served as a team member on either a Chrysalis Flight Chrysalis Journey or a third Emmaus Weekend. Walk Lay Directors shall have given at least one talk on an Emmaus Weekend, Chrysalis Journey or Chrysalis Flight. Walk Spiritual Directors shall have participated as a member of a clergy team on at least two (2) Emmaus Weekends, Chrysalis Journey or Chrysalis Flight and shall have given at least one talk on an Emmaus Weekend, Chrysalis Journey or Chrysalis Flight.

2. Walk Lay Directors should be actively involved in their church, a Reunion group/accountability group, and Community Gatherings whenever possible.

3. Walk Lay Directors and Walk Spiritual Directors shall be willing to conduct the Walk as written in the Lay and Spiritual Directors’ Manual available from the Upper Room in Nashville and be willing to follow Board guidelines with further guidance and support from other Emmaus publications.

4. Walk Lay Directors and Walk Spiritual Directors shall be committed to the task of directing a Walk and eager to organize, carry out, and successfully complete the weekend.

ARTICLE VIII. REVIEW AND AMENDMENTS TO ARTICLES OF ASSOCIATION AND BY-LAWS

Section A . Five Year Review.. Pursuant to the UR Handbook, these By-laws shall be reviewed every five years beginning in 2008 in a manner from time to time prescribed by the Board in each review cycle.

Section B. Submission Of Proposed Amendments . Proposed amendments to these Articles and By-laws may be presented to the Board by any Member one (1) month in advance of consideration by the Board, and must then be approved by a majority vote of Directors attending a duly convened meeting of the Board, for submission to the Members for adoption.

Section C. Adoption By Members . No amendment to these Articles And By-laws shall be effective unless approved by the Board as provided above and adopted by a two-thirds (2/3) vote of the Members present and voting at the Member meeting to which such an amendment is submitted.

Section D. Suspension Of By-laws. These Articles And By-laws may be suspended by a two-thirds (2/3) vote of the Members present and voting at a Regular Meeting or a Special Meeting.

ARTICLE IX. ROBERT’S RULES OF ORDER

Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Members, the Board and Committees, in all instances where in its provisions do not conflict with these Articles And By-laws.

ARTICLE X. RESOLUTION OF DISPUTES

The Bible commands Members, as Christians, to make every effort to live in peace and resolve disputes with each other in private or within the Christian church. (Matt. 18:15-20; 1 Cor. 6:1-8). Therefore, in any dispute relating to the activities of the Members, or the Community, all parties are to cooperate in good faith to resolve the dispute using all forms of “alternative dispute resolution” consistent with Christian principles.

ARTICLE XI. DISSOLUTION

Section A. Dissolution Procedures . The following procedures shall be followed to affect a dissolution of the Community.

1. A written petition signed by (a) 25 Members or (b) 10% of the Members, with voting rights, whichever is less must be presented to the Secretary requesting a dissolution of the Community. This petition must specify with particularity the reasons for dissolution, a proposed payment of liabilities of the Community, and a proposed distribution of remaining assets upon winding up of the Community. The Secretary shall promptly deliver the petition to the Chairperson of the Board, and the Board shall consider the petition, and, within four (4) months of delivery of the petition to the Secretary, shall, by formal motion and vote, make recommendations to the Community regarding whether the petition to dissolve should be approved. These recommendations shall be (a) posted on the Community web-page for at least thirty (30) days prior to the Regular Meeting of the Members at which the matter will be considered and acted upon and (b) mailed to each person on the Community’s then current mailing list at least thirty (30) days prior to the Regular Meeting of the Members at which the matter will be considered and acted upon. The petition, along with the recommendation of the Board, must be submitted to the Members at their Regular meeting following the expiration of at least twenty (20) days from the Board Meeting at which the recommendation was made.

2. In the alternative to the procedures set forth in Subparagraph XII (A)(1) above, the Board, by resolution approved by at least two-thirds 2/3 of the then sitting Directors, may recommend dissolution of the Community to the Members. This recommendation shall set forth with particularity the reasons for dissolution, a proposed payment of liabilities of the Community and a proposed distribution of remaining assets upon winding up the Community. This resolution shall be (a) posted on the Community web-page for at least thirty (30) days prior to the Regular Meeting of the Members at which the matter will be considered and acted upon and (b) mailed to each person on the Community’s then current mailing list at least thirty (30) days prior to the Regular Meeting of the Members at which the matter will be considered and acted upon.

3. Upon the completion of the procedures set forth in Subparagraph XII(A)(1) or Subparagraph XII(A)(2), the Community shall be dissolved upon an affirmative vote for dissolution by two-thirds (2/3) of the Members with voting rights attending the meeting at which the matter is considered.

Section B. Winding Up. Upon the dissolution of the Community, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Community, dispose of all the assets of the Community exclusively for the purposes of the Community in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under the Section 501 (c) (3) of the Internal Revenue Service Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as provided in the petition for dissolution or the resolution for dissolution shall provide. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the County in which the principal office of the community is 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 XII. REPLACEMENT OF PRIOR BY-LAWS

These Articles And By-laws shall, upon the effective date noted below completely replace all prior and existing By-laws, Articles, or other organizational documents of the Community.

Approved by the Members of the Community on June 3, 2003, to become effective on July 1, 2003 as amended on the _____ day of _________________, 2004.

_______________________________ ________________________________

Chairperson of the Board Secretary of the Community