ARTICLE ONE
NAME, PURPOSES, POWERS, AND OFFICES
Section 1.1. Name and Affiliation. The name of this corporation is Kansas City Tres Dias (the “Community”). The Community is a chartered member of the International Secretariat of Tres Dias (the “International Secretariat”), and as such is governed by the Constitution and Bylaws of the International Secretariat.
Section 1.2. Purposes. The Community is organized and will be operated exclusively for charitable, religious, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 2003 or the corresponding provision or provisions of any subsequent United States revenue law (the “Code”). Within the scope of the foregoing, and not by way of limitation, the Community shall develop Christian leaders to help sustain their commitment to Jesus Christ as they pursue Christian Action in their environments. To that end, the Community shall operate in three sequential phases, namely: (i) the Pre-Weekend Phase (the preparation period immediately preceding the Tres Dias Weekend), (ii) the Weekend Phase (the three-day Tres Dias weekend experience), and (iii) the Fourth Day Phase (the on-going Group Reunions, Secuelas, and other regular Fourth Day activities).
Section 1.3. Statement of Belief. The Tres Dias Statement of Belief, as adopted by Kansas City Tres Dias:
- We believe and profess our faith in one Triune God – The Father, The Son and The
Holy Spirit (Matt. 28:19). - We believe and profess that Jesus Christ is the only Savior and is God in the flesh (John 1:1, 1:14, 3:36, 14: & 2:17).
- We believe and profess that The Holy Spirit is God and is The Lordand Giver of life, who continues to work in believers today to sanctify, edify and empower the whole Christian church on earth – – – for His purpose (Job 33:4, Acts 1:8, John 14:26 & 8:11).
- We believe and profess that the Holy Scriptures are the inspired and completely true Word of God (II Tim. 3:16-17).
- We believe and profess that all have sinned and fallen short of the glory of God; that forgiveness of sins is received through confession and repentance – – and that our sins are washed away through the bloodof Jesus Christ (Acts 2:38, I John 1:9 & 3:23).
- We believe and profess that salvation is a gift of God’s grace received through personal faith in Jesus Christ (Eph. 2:8).
- We believe and profess that the Body of Christ is to make every effort to keep the unity of the Spirit through the bond of peace until we all reach unity in the faith and in the knowledge of The Son of God (Eph. 4:3, 13).
- We believe and profess that God’s unconditional love, as made manifest to us through Jesus Christ, is the primary witness by which people are renewed, edified and changed (I Cor. 13:8).
- We believe and profess that God has called us to live holy lives that will bring glory to His name (Col. 3:1-25).
Note: For purposes of standards and principles, Tres Dias ascribes to those stated in the “Authorized King James Version” of the Bible of 1611 (KJV).
Section 1.4. Significant Policies and Procedures.
- The Community shall be governed by a Board of Directors (“the Board”). The Board shall consist of lay persons, who are members of the Kansas City Tres Dias Community.
- Kansas City Tres Dias is to be neither competitive with nor a substitute for the member’s own local church.
- Each and every governing body of Kansas City Tres Dias, including the Nominating Committee, the Rector Selection Committee, Weekend Teams, Weekend Spiritual Directors, and the Board of Directors shall be composed of members of the Kansas City Tres Dias Community drawn from a minimum of three different church congregations where possible.
- The Board shall adhere to the “Essentials of Tres Dias,” as published by the national Tres Dias organization. The Board shall retain a copy of the most recent version of the Essentials of Tres Dias at all times in its files. The Secretary shall ensure a copy of the Essentials of Tres Dias is at each meeting of the Board.
- Whenever notification of the membership of the Community is required in any section of these Bylaws, such notification shall deemed to have been given when notice is published, within the time required, either on the Community website or in the Community newsletter. For purposes of notification by newsletter, the Board shall email to the email address on file in the database as of the date of the electronic mailing.
Section 1.5. Powers. The Community is a nonprofit corporation and shall have all of the powers, duties, authorizations, and responsibilities as provided in the Kansas Non-Profit Corporation Act; provided, however, the Community shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the code.
Section 1.6. Offices. The Community may have, in addition to its registered office, offices at such places, both within and without the State of Kansas, as the Board of Directors may from time to time determine or as the activities of the Community may require.
Section 1.7. Dissolution. Upon the dissolution of Kansas City Tres Dias, 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 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 a court of competent jurisdiction in the county in which the principal office of Kansas City Tres Dias is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE TWO
MEMBERS
Section 2.1. Qualification for Membership. The membership of the Community shall consist of any person who has (i) completed a Tres Dias Weekend sponsored by the Board or (ii) completed a Tres Dias Weekend or equivalent of this type of weekend sponsored by another organization, who resides in the area served by the Community (which shall include the state of Kansas, Missouri, Iowa, Nebraska, Oklahoma, or Arkansas), supports the Community by working Weekends, attending Secuelas, and sponsoring candidates for the Weekends, and has been accepted as a member by the Board of Directors. Memberships shall not be transferable.
Section 2.2. Annual Meetings. Commencing in 2012, an annual meeting of members shall be held in August of each year at such time and place as shall be determined by the Board of Directors of the Community and communicated to all members. At such annual meeting, the members shall elect Directors and Officers to replace those Directors and Officers whose terms are expiring and transact such other business as shall be included in the notice and agenda for the meeting. Written notice of the place, date and time of each annual meeting of members shall be delivered not less than ten (10) nor more than 50 days before the date of such meeting, either personally by hand delivery, by facsimile transmission, electronic mail transmittal or by mail, to each member who on the record date for notice of the meeting is entitled to vote thereat, at such member’s address as it appears on the books of the Community at the time such notice is given. Notice in the Community’s regular newsletter shall constitute notice to each member who receives such newsletter.
Section 2.3. Qualification for Community Leadership. (This includes, but is not limited to, team members, elected and other local secretariat officers, and members of standing and special committees of the local secretariat). Any person serving in a Community Leadership position must be living a life that is not in a state of rebellion against God. A state of rebellion against God can best be described as an unrepentant, open and active participation in or advocacy of activities contrary to the commands (for example, “The TEN COMMANDMENTS”) and guidelines in *Scripture for holy living and Christian leadership. Some examples (although not limited to these areas) are:
- dependence upon alcohol or illegal drugs;
- involvement in illegal activities whereby such involvement knowingly violates federal, state or local laws, statutes or ordinances;
- involvement in lustful, immoral or perverted activities such as, but not limited to, pornography and/or any sexual relationship outside of a lawful marriage between a man and a woman;
- involvement in the occult or Satanic worship;
- openly professed allegiance to any non-Christian religion or organization which denies the deity of Jesus Christ.
*Note: For purposes of standards and principles, Tres Dias ascribes to those stated in the “Authorized King James Version” of the Bible of 1611 (KJV).
Section 2.4. Regular and Special Meetings. Regular meetings of the Board shall be held on a bi-monthly basis. Written notice of the place, date, and time of each regular meeting of members shall be given to each member not less than two (2) nor more than 50 days prior to the date thereof. Special meetings of the members may be called by the President of the Community, the Board of Directors, or by petition signed by at least twenty-one (21) members. Written notice of the place, date, time and purpose of each special meeting of members shall be given to each member not less than two (2) nor more than 50 days prior to the date thereof. No official business of the Community may be conducted at a special meeting – such meetings shall be for informational purposes only. Notice in the Community’s regular newsletter shall constitute notice of a regular or special meeting to each member who receives such newsletter.
Section 2.4. Place of Meetings. Meetings of members shall be held at such places, within or without the State of Kansas, as may from time to time be determined by the Board of Directors or as may be specified in the respective notices or waivers of notice thereof.
Section 2.5. Record Date. Only those persons who are members of the Community at least ten (10) days immediately prior to the day upon which the Board mails notice of any meeting to its members and are entitled to vote thereat shall be entitled to receive notice of such meeting.
Section 2.6. Quorum and Manner of Acting. The presence in person of at least one-half (1/2) of the then-serving Directors of the Board plus one additional member at a regular or special meeting of members held in accordance with these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting. Except as otherwise provided by any statute, the Articles of Incorporation or these Bylaws, the act of a majority of the members voting at any meeting of members at which a quorum is present shall constitute the act of the members. If a quorum is not present at any meeting of the members, the members present and entitled to vote at such meeting shall adjourn the meeting from time to time, without notice other than announcement at the meeting, until such time as a quorum is present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.
Section 2.7. Voting. Each member shall be entitled to one (1) vote on each matter submitted to a vote at any meeting of members, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. A member must vote in person, or electronically on-line over the Internet at the secure website of Kansas City Tres Dias.
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.1. General Powers; Delegation. The activities, property and affairs of the Community shall be managed by its Board of Directors, who may exercise all such powers of the Community and do all such lawful acts and things as are permitted by statute, by the Articles of Incorporation or by these Bylaws.
Section 3.11 Attendance of President-Elect. The President-Elect shall not automatically be deemed to be a member of the Board of Directors solely by virtue of his/her status as President-Elect, but a duly elected or appointed Director may also serve as the President-Elect. Whether or not he/she is a Director, the President-Elect shall be given notice of all meetings, and shall be allowed to attend all meetings, of the Board of Directors.
Section 3.2. Number and Qualifications. The Board of Directors shall consist of the Officers of the Board (Except the President Elect), the Chairperson(s) of each Standing Committee, and the At-Large Members, as more fully defined herein. To be qualified to serve as a Director, a person should:
- Have a lifestyle commensurate with Christian principles; and
- Have a track record of support of the Tres Dias movement; and
- Have worked on at least one Tres Dias Weekend team; provided, however, that the Board of Directors may make such exceptions to this requirement as it deems appropriate.
Section 3.2.1. Additional Qualifications – President and Vice President. The qualifications for the office(s) of President and Vice President shall also include:
- A track record of leadership and/or service in their own church.
The purpose of these additional requirements for the office(s) of President and Vice President is to ensure that the President and Vice President of the Tres Dias community will have a cursory knowledge of the operation of the Weekends and Board processes.
Section 3.3. Term of Office. Each Director shall hold office for a term that coincides with the term of office by virtue of which he or she is serving on the Board of Directors and until such Director’s successor is chosen and qualified, or until such Director’s earlier death, resignation, retirement, disqualification or removal from office.
Section 3.4. Removal. Any Director may be removed, either for or without cause, by the affirmative vote of a majority of the members present at any meeting of the members at which a quorum is present, if notice of the intention to act upon such matter shall have been given in the notice of such meeting and if such notice is provided to the Director proposed to be removed.
Section 3.5. Place of Meetings. Meetings of the Board of Directors shall be held at such places, within or without the State of Kansas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.
Section 3.6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by the President and communicated to all Directors; provided, however, that the Board of Directors shall meet no less than two (2) times in each calendar year. Except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws, any and all business may be transacted at any regular meeting.
Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called by the President upon not less than one (1) nor more than 50 days notice to each director, either personally, by hand delivery, by mail, electronic mail transmittal or by facsimile transmittal. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) or more voting members of the Board of Directors. Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 3.8. Quorum and Manner of Acting. At all meetings of the Board of Directors, the presence of a majority of the number of Directors fixed by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. The act of a majority of the Directors present in person 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 statute, by the Articles of Incorporation, or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. A Director shall vote in person or by written proxy to be hand delivered to the meeting by another director who is in attendance. If a quorum shall not be present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened. At any and all meetings of the Board of Directors, all members shall seek to conduct themselves with kindness and respect for the other members. All members shall work to be inclusive and shall value all the other members.
Section 3.9. Directors’ Compensation and Reimbursement of Expenses. Directors may not receive compensation for their services as Directors or as members of a Standing or Special Committee of the Board, but may receive reimbursement for expenses incurred on behalf of the Board or in attending meetings of the Board of Directors and may receive compensation for serving the Community in any other capacity.
Section 3.10. Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.
ARTICLE FOUR
COMMITTEES
Section 4.1. Special Committees of Directors. The Board of Directors by resolution adopted by a majority of the Directors in office may designate one or more Special Committees, which to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Community. Each such committee shall consist of three (3) or more persons, a majority of whom are Directors. 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 the Board or such Director by law. Special Committees shall be of only such duration as provided in the resolution creating such committee or as shall be determined from time to time by the Board of Directors. Special Committees shall not constitute Standing Committees.
Section 4.2. Term of Office – Special Committees. Each member of a Special Committee of Directors shall continue as such until the next annual meeting of the Directors of the Board and until such member’s successor is appointed, unless the Board or committee is sooner terminated, or unless such member is removed from such Board or committee or shall cease to qualify as a member thereof.
Section 4.3. Chairman – Special Committees. Unless otherwise designated by these Bylaws, one or more members of each Directors’ Special Committee shall be appointed Chairman, or Co-chairman, by the person or persons authorized to appoint the members thereof.
Section 4.4. Standing Committees. Following are the Standing Committees of the Board and the duties, powers and responsibilities of each:
LEADERS COMMITTEE: The Leaders Committee shall conduct periodic Weekend training sessions; shall prepare and maintain the content of the Kansas City Tres Dias Team Book; shall prepare and maintain the Kansas City Tres Dias Weekend Script and timeline; shall review prospective Weekend team members with the each Rector; shall conduct a de-briefing of each Weekend to identify and document activities needing committee attention; and shall perform such other duties as may from time to time be assigned by the President or the Board of Directors. If possible, this committee should be chaired by two persons, one man and one woman, both of whom having served as a weekend Rector; provided, however, that if the Board does not have a sufficient number of Rectors or former Rectors to meet the foregoing conditions, the chairpersons shall be appointed by the President, subject to approval of the Board of Directors, without regard to the foregoing conditions.
PRE-WEEKEND COMMITTEE: The Pre-Weekend Committee shall have charge of organizing and presenting informational meetings to interested persons and groups; shall review applications of Weekend candidates, including the issuing of invitations on behalf of the Board to attend a specific Tres Dias Weekend; shall prepare and distribute the team and candidate Weekend list; shall preside as Master of Ceremonies for the Send-Off Celebration; and shall perform such duties as may from time to time be assigned by the President or the Board of Directors. If possible, this committee should be chaired by two persons – a married couple.
WEEKEND COMMITTEE: The Weekend Committee shall be responsible for scheduling Weekends; shall be responsible for matters pertaining to the physical assets and arrangements for the Weekend including the set-up and take-down teams; shall oversee long-term planning of Weekend activities; shall purchase and maintain an inventory of supplies; shall work with the Treasurer to prepare a report showing the revenues and costs of each Weekend; and shall perform such duties as may from time to time be assigned by the President or by the Board of Directors. If possible, this committee should be chaired by two persons – a married couple.
FOURTH DAY COMMITTEE: The Fourth Day Committee shall coordinate the preparation of the Candidate Packet to be distributed at each Weekend closing; shall schedule Secuelas and select the Fourth Day host couple; shall handle arrangements with other Cursillo-type movements for Grand Ultreyas (Secuelas) and other similar gatherings; shall prepare article(s) for the newsletter specifying details of upcoming Grand Ultreyas (Secuelas); shall assist members in establishing or locating Reunion Groups; shall prepare Fourth Day articles for the newsletter; and shall perform such duties as may from time to time be assigned by the President or by the Board of Directors. If possible, this committee should be chaired by two persons – either a married couple or two single persons.
PALANCA COMMITTEE: The Palanca Committee shall send general Palanca letters to the Weekends of other Tres Dias and Cursillo-oriented movements; shall request and receive general Palanca letters from other Tres Dias and Cursillo-oriented movements; shall prepare article(s) for the newsletter specifying upcoming Weekends of other Cursillo type movements; shall maintain a record of banners for selection by Weekend Rectors; shall see to the repair of these banners as required; shall support the various Weekend Palanca Chas as needed; and shall perform such duties as may from time to time be assigned by the President or by the Board of Directors. If possible, this committee should be chaired by two persons – a married couple.
MEDIA COMMITTEE: The Media Committee shall design and maintain the official Kansas City Tres Dias Community website; shall ensure the name registration for the site is kept current and in the Community’s control and that hosting is done as inexpensively as possible by a reliable hosting company. The Committee shall also ensure that all of the information on the site is kept up-to-date and that information which may be requested by the Board or which is required by these Bylaws is posted on the site in a timely fashion. In addition, the Committee shall coordinate a regularly-scheduled newsletter containing information regarding the Kansas City Tres Dias Movement; shall coordinate the distribution of the newsletter and ensure its electronic mailing to the list of active Pescadore names as maintained in the corresponding Secretary’s newsletter mailing listing; shall be the Historian for the Community; and shall perform such duties as may from time to time be assigned by the President or by the Board of Directors. This committee should be chaired by one person, either single or married.
RECTOR SELECTION COMMITTEE: The President, subject to the approval of the Board of Directors, shall appoint two (2) past Rectors (one man and one woman) to act as Chairpersons of the Rector Selection Committee. The Chairperson shall select four (4) additional past Rectors (two (2) men and two (2) women) to serve with them on the Rector Selection Committee. The Rector Selection Committee shall serve for a term of two (2) years from the date of approval of the Committee by the Board of Directors. The Rector Selection Committee shall select Rectors to serve as such on the men’s and women’s Tres Dias Weekends that are scheduled during the term of the particular Rector Selection Committee and the Tres Dias Weekends scheduled thereafter through the following summer. Until such time as the membership of the Community includes six (6) persons who have served as Rectors on Tres Dias Weekends, the Board of Directors shall act as the Rector Selection Committee.
AT-LARGE MEMBERS: The At-Large Members’ primary duty is to represent the Community at the International Tres Dias National Assembly. It is expected that each At-Large Member will attend the meetings of the Board of Directors and will contribute to the general management of the Community and shall perform such duties as may from time to time be assigned by the President or by the Board of Directors. The At-Large Members shall be the current delegates to the International Tres Dias National Assembly. In addition to the At-Large Members elected by the Community, the past President of the Board shall serve for a term of two years as an At-Large Member, such term to begin as soon as his/her term of office as President of the Board ends. The number of At-Large Members is not to exceed five (5).
COMMUNITY SPIRITUAL DIRECTOR: The Community Spiritual Director shall be the primary liaison with the other clergy regarding matters related to the Weekend and Fourth Day activities; shall work with the Leaders and the Weekend Rectors to select Spiritual Directors for each up-coming Weekend; shall advise his successor in connection with the next scheduled set of Weekends; shall be the primary adviser and course of counsel and inspiration for the Community regarding spiritual direction. The Community Spiritual Director shall serve as a non-voting member of the Board of Directors in an advisory capacity only.
The Community Spiritual Director shall be appointed by the President of the Board, subject to the approval of the Board, to serve for a term coincident with the President who appointed him/her or until his/her successor is appointed. He/she shall have worked at least one Men’s and one Women’s weekend, been a Head Spiritual Director, showed a commitment to the Tres Dias movement and to the Kansas City Tres Dias Community, be active in ministry in his/her local church and be recognized by his/her denomination or church to celebrate Communion. If possible, the Community Spiritual Director shall have worked at least (3) weekends, provided that the Board of Directors may make such exceptions to these requirements as it deems appropriate.
The selection of the Weekend Spiritual Directors is governed by Section 8.4 of the Bylaws.
Section 4.5. Appointment of Standing Committee Chairpersons and Term of Office. The President shall appoint all Chairpersons of the Standing Committees (except the At-Large Members, see Section 7.2), subject to approval by the Board of Directors. The President shall make every effort to present a slate of appointments to the Board of Directors at the first meeting of the Board of Directors after the commencement of the President’s term of office. Chairpersons of Standing Committees shall serve for a term coincident with the term of the President who appoints such Chairpersons. Chairpersons whose terms have expired shall not be voting members of the Board of Directors for any purpose, including for the purpose of approving the appointments of a new President.
Section 4.6. Additional Members of Standing Committees. Chairpersons of a Standing Committee may select as many members of the Community to serve on their particular committee as are needed to perform the duties of the committee.
Section 4.7. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 4.8. Quorum; Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a Committee of Directors, a majority of the whole Board or Committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Board or Committee.
Section 4.9. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE FIVE
NOTICES
Section 5.1. Manner of Giving Notice. Whenever, under the provisions of any statute, the Articles of Incorporation or these Bylaws, notice is required to be given to any member, director or committee member of the Board, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile or electronic mail transmittal, or by mail, postage prepaid, addressed to such member, director or committee member at such person’s address as it appears on the records of the Board. Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mail, as aforesaid. Inclusion of such notice in the Community newsletter or on the Community website shall also be considered to have been delivered provided that such notice was published within the timeframe required.
Section 5.2. Waiver of Notice. Whenever any notice is required to be given to any member, director or committee member of the Board under the provisions of any statute, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE SIX
OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES
Section 6.1. Elected Officers. The elected officers of the Board shall be a President, a President-Elect, a Vice President, Secretary, and a Treasurer.
Section 6.2. Appointive Officers. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board. Such appointed officers shall not be considered members of the Board of Directors by virtue of their appointment to such office.
Section 6.3. Two or More Offices. Any two (2) or more offices may be held by the same person, except that the President and the Treasurer may not be the same person, and the President and President-Elect may not be the same person.
Section 6.4. Compensation. Officers of the Board shall receive no compensation for their services in such capacity, but may receive reimbursement for expenses incurred on behalf of the Board and may receive compensation for serving the Community in any other capacity.
Section 6.5. Term of Office; Removal; Filling of Vacancies. Each elected officer of the Board except the President-Elect, as explained in Section 6.7 below, shall hold office for a term of two (2) years and until such officer’s successor is chosen and qualified in such officer’s stead or until such officer’s earlier death, resignation, retirement, disqualification or removal from office. Officers may serve up to two (2) consecutive terms in the same office. This can occur following prior Board approval, by majority vote, allowing each specific officer(s) requested and approved to stand election for a second term. Each appointive officer shall hold office at the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or agent may be removed at any time by the Board of Directors whenever in its judgment the best interests of the Community will be served thereby.
Section 6.6. Filling of Vacancies. Any vacancy occurring in an officer position resulting from the death, resignation, retirement, disqualification or removal from office of any officer shall be filled by the affirmative vote of a majority of the remaining directors at any meeting thereof; provided, however, that if the office of President shall be vacant, the Vice President shall fill such vacancy, and the position of Vice President shall be filled in accordance with this Section. Any officer elected or appointed to fill a vacancy shall hold office until the expiration of the original term of the officer who ceased serving and until such officer’s successor is chosen and qualified, or until such officer’s earlier death, resignation, retirement, disqualification or removal from office.
Section 6.7. The President-Elect shall be an officer of the Board and shall be elected to serve one year as President-Elect and two years as President. The President-Elect shall be elected at the Annual Meeting which is one year before the expiration of the term of the President, and at the expiration of that President’s term, the President-Elect shall become the new President and begin his/her two-year term as President. The President-Elect shall be responsible to attend meetings of the Board of Directors and to learn the duties of the President and the current state of the Community.
Section 6.8. President. The President shall be the Chief Executive Officer of the Community and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Community and shall have general and active control thereof. The President shall preside when present at meetings of the Board of Directors. The President shall have general authority to execute bonds, deeds and contracts in the name of the Community and to affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the Community as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of President of a corporation, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. The President shall chair the delegation to the National Assembly. In the absence or disability of the President, the duties of such office shall be performed and the powers may be exercised by the Vice President, unless otherwise determined by the President or the Board of Directors.
The President may not appoint his/her spouse or any member of his/her immediate family to any office or committee of the Community. The President shall not, without the unanimous consent of the Board of Directors, hire any member of his family for any position paid for by the Community. The President shall remember at all times that he/she is to act towards the entire Community in a Christian manner and to operate in as inclusive a way as possible.
Section 6.9. Vice President. The Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the President or the Board of Directors. The Vice President shall coordinate the delegation to the National Assembly.
Section 6.10. Secretary. The Secretary shall be an active member of the Kansas City Tres Dias Community in good standing who shall be willing to commit himself/herself to spend the time required to keep the records of the Community. The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board. The Secretary shall maintain a calendar of activities for the Board of Directors. The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed. The Secretary shall keep and account for all books, documents, papers and records of the Community, except those for which some other officer or agent is properly accountable. The Secretary shall see that a copy of the Essentials of Tres Dias, a current copy of the Community Bylaws, and copies of the approved minutes of the previous (12) Board meetings are at each meeting of the Board of Directors. The Secretary shall generally perform all duties usually appertaining to the office of Secretary of a corporation, In the absence or disability of the Secretary, the duties of such office shall be performed and the powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the President or the Board of Directors. The Secretary shall handle correspondence as necessary for the Board of Directors; shall maintain the master Pescadore membership list, which will include the newsletter mailing list; shall record each Pescadore’s service experience; shall receive and record candidate applications; shall make these listings available to the other committees as needed; and shall perform such other duties as may from time to time be assigned by the President or the Board of Directors.
Section 6.11. Assistant Secretaries. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Secretary, the President or the Board of Directors.
Section 6.12. Treasurer. The Treasurer shall be an active member of the Kansas City Tres Dias Community in good standing who shall be willing to commit himself/herself to spend the time required to keep the records of the Community. He/she shall be an active member of his/her local church and shall have worked at least one Tres Dias weekend. The Treasurer shall be the Chief Accounting and Financial Officer of the Community and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Community and shall direct the manner of certifying the same; shall maintain control of all Board budgets as approved by the Board of Directors; shall make recommendations for budget changes to the Board of Directors; shall make financial analyses of overall costs and revenues to develop recommendations to the Board regarding future planning; shall supervise the manner of keeping all vouchers for payments by the Board and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Board and its various departments; shall have supervision of the books of account of the Board, their arrangements and classification; shall supervise the accounting and auditing practices of the Board and shall have charge of all matters relating to taxation.
The Treasurer shall have the care and custody of all monies, funds and securities of the Community; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Board; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Board. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Board, and to give proper receipts or discharges for all payments to the Board. The Treasurer shall make regular reports to the Board of the financial income and expenses of the Community.
The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, the duties of such office shall be performed and the powers may be exercised by the Assistant Treasurers in the order of their seniority, unless otherwise determined by the Treasurer, the President, or the Board of Directors.
Section 6.14. Assistant Treasurers. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Treasurer, the President, or the Board of Directors.
Section 6.14. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Kansas City Tres Dias Community shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned by any competent superior officer.
ARTICLE SEVEN
ELECTION OF OFFICERS AND AT-LARGE MEMBERS
Section 7.1. Nominating Committee. At least ninety (90) days prior to the Annual Meeting of the members, the President shall appoint a Nominating Committee of four (4) members, two (2) of whom are women and two (2) of whom are men. At least two (2) church congregations shall be represented on the Nominating Committee. The appointed members shall be subject to approval by the Board of Directors. Upon approval of the Nominating Committee by the Board of Directors, the President shall notify the members of the Community of the names of the members of the Nominating Committee and the deadline for nominations by members of the Community. The Nominating Committee shall elect its own Chairperson. The Nominating Committee shall have the following responsibilities: (1) to identify members of the Community who are qualified to occupy each of the positions to be filled in the upcoming election, and to attempt to identify at least two (2) members of the Community who are qualified to occupy each of the officer positions to be filled in the upcoming election, (2) having identified members who are qualified to serve in each position, to confirm their willingness to serve in the position for which they are identified as qualified candidates by the Nominating Committee, (3) to determine whether a member who is nominated by another member of the Community (i.e., a member who is not a member of the Nominating Committee) is qualified to serve in the position for which he/she is nominated, and (4) to deliver to the President, at least 30 days before the Annual Meeting, a slate of candidates for each position, the slate consisting of the qualified members identified by the Nominating Committee and the qualified members nominated by other members of the Community. Any member of the Community may nominate any other member of the Community to be put on the slate of candidates for a particular position; such nominations must be in writing and delivered (by hand, by facsimile, by e-mail, or by U.S. Mail) to the President or to a member of the Nominating Committee no later than 15 days before the Annual Meeting. The Nominating Committee shall be responsible for determining whether a person who is so nominated is qualified according to the qualifications set forth in these Bylaws, but the Nominating Committee is not authorized to exclude from the slate of candidates any member who is timely nominated by a member of the Community and who is so qualified. If the Nominating Committee determines that a person, who has been timely nominated by a member of the Community, is not qualified according to the Bylaws, one member of the Nominating Committee must advise the nominee in person of that determination and disclose to the nominee the facts, which the Nominating Committee has found to disqualify the nominee. If the nominee believes that the Nominating Committee has a misunderstanding of the facts, or that the Nominating Committee should consider additional facts, then within three (3) days the nominee may deliver to any member of the Nominating Committee a written statement of the relevant facts as the nominee understands them, and the Nominating Committee will consider such written statement, do such further investigation as it deems appropriate, and make its final decision whether or not the nominee is qualified according to the Bylaws. In the event of a tie vote on any matter to be decided by the Nominating Committee, the President is to be consulted about the matter and the President will cast the deciding vote. No nominations for any office shall be taken from the floor at any Annual Meeting of the members.
Section 7.2. Election of Officers and At-Large Members at Annual Meeting. The officers and elected At-Large Members shall be elected at the Annual Meeting of the members. The Vice President and Treasurer must be elected in alternate years from the President-Elect and the Secretary. The At-Large Members shall be elected for terms of two (2) years and shall not be elected for a consecutive term. Half of the At-Large Members must be elected in alternate years from the other half. If the number is an odd number, one year will have one more being elected. In the case of an odd number, the larger half will be elected during the election that the President is selected. The number of At-Large Members serving on the Board of Directors shall be the number of voting delegates authorized to attend the national assembly of the International Secretariat. The number of At-Large Members is not to exceed five (5). At-Large Members shall have the same voting privileges as the other members of the Board of Directors.
The candidate receiving the most votes in any election will be the winner. In the event that the vote for any position results in a tie, the election to fill that position shall be decided by drawing a name from a container such as a hat. The names of the candidates who are tied shall be written on separate pieces of paper of the same color and approximately equal size, and placed in the container. In the presence of the Chairperson of the Nominating Committee (or his/her designee), the President (or his/her designee) shall draw one name from the container. The candidate whose name is drawn shall be deemed the winner of the election.
ARTICLE EIGHT
SPIRITUAL DIRECTORS AND RECTORS
Section 8.1. Spiritual Directors, General Qualifications. To be a Spiritual Director, a person shall meet the Qualifications for Leadership described in Section 2.3 and must meet one of the following requirements:
- One must be formally ordained; or
- Licensed to teach and counsel in spiritual matters in their home church as a pastor or director.
- If the individual does not meet either of the above qualifications, the person can qualify to serve as a Spiritual Director with unanimous approval from the following committee (the “Selection Committee”):
- The Leaders Committee;
- The Community Spiritual Director; and
- At least one (1), but no more than two (2), additional Spiritual Directors that have worked at least one (1) Weekend as Spiritual Director. This person shall be selected by the Community Spiritual Director.
Before the Selection Committee meets for the approval process, the individual will be required to do the following:
- Fill out a Spiritual Directors Profile which has been approved by the Board of Directors (see Section 10.7)
- Secure a letter of recommendation from the Senior or Executive Pastor from their home church. Obtaining this letter will be the responsibility of the Community Spiritual Director.
- Be available for an interview from the Selection Committee.
* Any Spiritual Director that has worked three (3) Weekends as a Spiritual Director in a Kansas City Tres Dias Weekend is hereby grandfathered and deemed to be a Spiritual Director.
Section 8.2. Head Spiritual Directors and Community Spiritual Directors. One Spiritual Director on a Tres Dias Weekend (referred to as the “Head Spiritual Director”) and the Community Spiritual Director must be a fully ordained (licensed) minister of the Gospel (either by a Christian denomination or local Christian church congregation) and must be able to celebrate Holy Communion in his or her local church congregation. If possible, the Head Spiritual Director shall have had the experience of serving on at least (3) weekends and shall be responsible for assigning the Spiritual Director talks, the chapel Communion services, the meditations and any other duties to be performed by the Spiritual Directors on the Weekend. The Head Spiritual Director shall strive to work in harmony with and encourage and support the Weekend Rector.
Section 8.3. Appointment of Community Spiritual Director. The Community Spiritual Director shall be appointed by the President, subject to approval of the Board of Directors. The President shall make every effort to present his or her appointment for Community Spiritual Director to the Board of Directors at the first meeting of the Board of Directors after the commencement of the President’s term of office. The Community Spiritual Director shall serve for a term coincident with the term of the appointing President and until a successor shall be approved. A vacancy occurring in this position at any time shall be filled in the same manner by the then-serving President.
Section 8.4. Selection of Weekend Spiritual Directors. The Spiritual Directors for the next succeeding Tres Dias Weekend shall be selected by the then-serving Community Spiritual Director and the Rector for the particular Weekend. Selections must be made by the mutual agreement of the Community Spiritual Director and the Rector. In the event the Community Spiritual Director and the Rector are unable to agree on a team of Spiritual Directors for the particular Weekend, the names under consideration shall be presented to the Board of Directors, and the Board of Directors shall thereupon select a team.
Section 8.5. Rectors, Qualifications. A member of the Community shall be qualified to serve as Rector of a Tres Dias Weekend if he or she has:
- Served as Head Cha or Assistant Head Cha;
- Served as Head Cha in one of the sections on a Weekend (i.e., Chapel, Kitchen, Dorm, Palanca, Table, or Storeroom);
- Given two (2) Rollos;
- Worked in the kitchen or dining room;
- Met the Qualifications for Leadership described in Section 2.3.
Section 8.6. Rector Selection Process. The Rector Selection Committee shall adopt an elective process that results in a Rector slate approved by a majority of the committee, avoiding the election of persons from a split vote on two or more nominees. The Rector Selection Committee shall meet as often as required to select Rectors for two weekends ahead of the next scheduled Kansas City Tres Dias Weekend. Such meetings shall occur in a prayerful and cloistered atmosphere, and the selection of Rectors made at such meeting shall be announced at the next meeting of the members of the Board. Every effort shall be made to make selections so that they will be known for any upcoming two (2) sets of Weekends.
Section 8.7. Failure of Rector to Serve. In the event it becomes apparent that a Rector will not, for any reason, serve in such capacity for his or her scheduled Weekend, the then-serving Rector Selection Committee or President shall, as soon as possible, select a Rector to serve on such Weekend and shall announce its selection to the Board of Directors.
Section 8.8. Selection of BURM. The Back Up Rector Mentor (BURM) is selected by the President. The President may request recommendations from the Rector; however, is not obligated to select from that list. The recommendation list is to be considered confidential and not to be shared with the names on the list by any party. The BURM will work with the Leaders Couple in team selection and follow the guidelines established by the KCTD Board of Directors for team selection. The BURM is responsible for assuring all Essentials are completed on the Weekend. The BURM is under the authority of the Leaders Couple and Board of Directors in working with the Rector.
Section 8.9. Selection of HC and AHC. To be considered for the position of Head Cha (HC) and Assistant Head Cha (AHC), the following requirement will be met:
- The Head Cha (HC) and Assistant Head Cha (AHC) should have worked two (2) Weekends on either a Kansas City Tres Dias or other Tres Dias Weekend.
ARTICLE NINE
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 9.1. Contracts. The Board of Directors may, with the approval of the Board, authorize any officer or officers, or agent or agents, of the Board, 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 Board, and such authority may be general or confined to specific instances.
Section 9.2. Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Community shall be signed by such officer or officers, or agent or agents, of the Board 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, such instruments shall be signed by the President or the Treasurer of the Board.
Section 9.3. Deposits. All funds of the Community shall be deposited from time to time to the credit of the Community in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected in accordance with procedures established by the Board.
Section 9.4. Contracts Involving Directors and Officers. Members of the Board of Directors shall be permitted to maintain a direct or indirect interest in any contract relating to or incidental to the operations of the Community, and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Community, notwithstanding that at such time they also may be acting as individuals, trustees of trusts, beneficiaries of trusts, members or associates or as agents, officers or directors for other persons or corporations, or may be interested in the same matters as shareholders, officers, directors or otherwise; provided, however, that prior to consummating any contract, transaction, or action taken on behalf of the Community involving any matter in which a Director is personally interested as a shareholder, officer, director, trust beneficiary, trustee, trust adviser or otherwise, that contract, transaction or action must be authorized and approved in good faith by a vote of a majority of the number of Directors in attendance at a meeting at which a quorum is present, without counting the vote of the interested Director, and only after the non-interested Directors are provided with knowledge of the material facts concerning the transaction and the interested Director’s interest in the transaction, and only if the entering into of such contract or transaction is not in violation of the restrictions in the Articles of Incorporation which prohibit the Board’s use or application of its funds for private benefit. An interested Director may be counted in determining the presence of a quorum at a meeting of the Board of Directors at which a contract or transaction described in this Section 9.4 is authorized. Notwithstanding any provision contained herein, no contract, transaction or act shall be taken on behalf of the Community if such contract, transaction or act would result in denial of the Community’s exemption from federal income tax. In no event, however, shall any person or entity dealing with the Board of Directors or officers of the Community be obligated to inquire into the authority of the Board or officers to enter into and consummate any contract, transaction or take other action.
ARTICLE TEN
MISCELLANEOUS
Section 10.1. Dividends Prohibited. No part of the net income of the Community shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Community shall be distributed to its members, directors or officers. The Board may reimburse its officers and directors as provided herein.
Section 10.2. Fiscal Year. The fiscal year of the Community shall be fixed by resolution of the Board of Directors.
Section 10.3. Seal. The Community’s seal, if any, shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.
Section 10.4. Gender. Words of either gender used in these Bylaws shall be construed to include the other gender, unless the context requires otherwise.
Section 10.5. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.
Section 10.6. Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
Section 10.7. Spiritual Directors Profile. The following form detailed in this Section 10.7 shall be utilized as directed under Section 8.1:
SPIRITUAL DIRECTORS PROFILE INFORMATION
Name ______________________________________________________________________________
Last First Middle Initial
Address ______________________________________________Phone No. ______________________
Street City, State, Zip
Church you attend: ____________________________________________________________________
How long have you attended? _______________________ Member? Yes No
If less than 2 years, what was your previous church? ______________________How long?________
Denominational background: ___________________________________________
In what leadership role(s) do you serve?
_______________________________________________ How Long? _________ _______________________________________________ How Long? _________
_______________________________________________ How Long? _________
In what ministries are you involved?
_______________________________________________ How Long? _________ _______________________________________________ How Long? _________
_______________________________________________ How Long? _________
BASIC BIOGRAPHICAL DATA
Date of Birth ______________________Married ___________Date of Marriage ______________
If married, give spouse’s full (maiden) name ___________________________________________
Give names and birth dates of your children
Name ___________________________________________Birth date ___________________
Name ___________________________________________Birth date ___________________
Name ___________________________________________Birth date ___________________
Name ___________________________________________Birth date ___________________
Are you bilingual? ___________ If so, what languages? __________________________________
Attitude of spouse toward your desire to serve as Spiritual Director:
EXPERIENCE
Are you licensed? ____________ Date _______________________________________
Ordained? ________________ Date of ordination ____________________________
By what church or Christian organizations were you licensed or ordained?
Other ministry: (Mission trips, service projects, etc.)
PERSONAL EVALUATION
What is your understanding of the role of a Spiritual Director at a Tres Dias Weekend?
Appraise yourself in the following functions of ministry: How do you feel about its importance in relationship to your ministry?
TEACHING: What methods do you use?
COUNSELING: Evaluate your abilities.
Describe your expectations and philosophy of building leaders to go into their local churches.
Do you make a distinction between the clergy and laity? Explain.
What are the most significant books that you have read within the past year?
Signature: ___________________________________
Date: ___________________________________
Additional Comments
ARTICLE ELEVEN
AMENDMENT AND REPEAL OF THESE BYLAWS
These Bylaws may be amended or repealed, or new bylaws may be adopted at any meeting of the Directors at which a quorum is present by the affirmative vote of a two-thirds (2/3) majority of the Directors then in office, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the Directors from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting. Such amendment shall be in writing and must not conflict with the laws of the State of Kansas or the United States of America. The proposed amendment also shall not conflict with the rules and regulations of the International Tres Dias Secretariat or with the Essentials of Tres Dias.
Any proposed amendment shall be published, if possible, in the Community newsletter and also on the Community website. The proposed amendment shall be discussed and voted on by all Community members who are present at the regularly-scheduled Board meeting. If at least two-thirds (2/3) of those in attendance vote to adopt the proposed amendment, then the amendment shall become part of these Bylaws. The Secretary shall be responsible to ensure that the adopted amendment is published and that new Bylaws, including the amendment, shall be made available at the next Board meeting after its adoption.
These Bylaws may only be repealed by a two thirds vote of all of the members attending an Annual Meeting of the members, providing that a quorum of Directors is present. If such a vote is taken and passes, then the President shall appoint a committee of members to write a new set of Bylaws. This committee shall report back to the Board of Directors within thirty days with its proposed Bylaws and they shall be adopted if voted for by two thirds of the members who are entitled to vote, provided that a quorum is present. Until such time as a new set of Bylaws is adopted, the Community shall be governed by these Bylaws.
ARTICLE TWELVE
DISSOLUTION
In the event the Community dissolves or terminates, all remaining assets will be distributed as required by the Kansas Statute for dissolution of 501(c)(3) organizations after all outstanding liabilities are satisfied.
The foregoing Bylaws were amended and adopted by the Board of Directors of Kansas City Tres Dias on the 14th day of July, 2016.





