ARTICLE I – NAME

The name of this organization shall be Twin Cities Retrouvaille, Inc., a U.S. Corporation organized under the laws of the State of Minnesota.

ARTICLE II – PURPOSE AND MEMBERSHIP

Twin Cities Retrouvaille is a community of disciples dedicated to healing and renewing the covenant of marriage. Ours is a Christian community with the purpose of providing support to couples living with the pain and disappointment of a marriage in trouble.

Twin Cities Retrouvaille is a Christian peer ministry consisting of a weekend program, follow-up programs and continuing support sessions.

Membership in the community of Twin Cities Retrouvaille is automatically accorded to all couples, priests, pastor couples, and surviving spouses who have completed the Twin Cities Retrouvaille weekend program. Membership in the community of Twin Cities Retrouvaille may, at the discretion of the Twin Cities Retrouvaille Board, be accorded to all couples who have completed the Retrouvaille program in another community and, because of proximity of their residence, request membership in the Twin Cities Retrouvaille community.

Members may be classified as either General Members or Board of Directors Members. Volunteers are defined as General Members who have agreed to perform specific tasks and assume specific responsibilities to promote the mission and goals of Twin Cities Retrouvaille.

ARTICLE III - BOARD OF DIRECTORS

A Board of Directors shall be established and form a Christian Community as the spiritual foundation of this ministry for hurting marriages. The execution of their task shall reflect their commitment to keeping Christ as the center of this ministry and at the center of their vocations. The Board is charged with the following responsibilities:

(1) Ensuring fidelity to these Community Bylaws, the Bylaws of Retrouvaille International, and the Retrouvaille Program.

(2) Providing the planning, organization, and leadership necessary to ensure the future strength and growth of the Community.

(3) Managing the financial affairs of  the Community, creating and maintaining an annual budget, practicing sound financial stewardship at all levels, ensuring the use of donated funds carefully, efficiently, and effectively to ensure sustainability to achieve the vision and mission of Retrouvaille.

(4) Providing a financial report at each business meeting and providing an annual financial statement to the Board after the close of the fiscal year.

ARTICLE IV - BOARD MEMBER REQUIREMENTS

A sense of community begins with presence. All Board Members will lead by example by participating fully in the Retrouvaille program, including presenting weekends or post- weekends, and/or active participation in CORE (Continuing Our Retrouvaille Experience) meetings, and shall continue to seek other opportunities for enriching their marriages. Board Members and Board nominees must be Members In Good Standing with Twin Cities Retrouvaille.

Members of the Board of Directors may be discerned as priest, couples, and pastor couples. Each Board position except the position of Chaplain is an elected position selected by the process of Discernment. The Chaplain is appointed by consensus of the Board.

There is a prerequisite for a couple to serve in the position of Community Coordinator  of Twin Cities Retrouvaille: the couple must have served at least one year on the Board of Directors of Twin Cities Retrouvaille before being discerned or appointed to the position of Community Coordinator.

Individual surviving spouses may elect to complete the term of their Board membership. Following the end of their Board term, they are encouraged to serve in other suitable support positions in the ministry in any capacity where they can contribute to the mission of Retrouvaille and where they can be spiritually and emotionally sustained.

ARTICLE V – COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors for the Retrouvaille Community shall be comprised of nine positions as follows:

• Chaplain

• Community Coordinators

• Finance Team

• Secretary Team

• Registration Coordinators

• Weekend Coordinators

• Post Coordinators

• CORE Coordinators

• Volunteer Coordinators

ARTICLE VI - MEETINGS

VI. § i. General Membership Meetings

Meetings of the General Membership of the community must be held at least once a year, during the month of January and must otherwise comply with applicable meeting requirements for Not-For-Profit organizations. The General Membership Meeting is chaired by the Community Coordinators.

Invitations to the annual General Membership Meeting will be sent to all members with current contact information by telephone, electronic means or in writing. Those members will be invited to participate in the discernment and election of the Board of Directors.

The Discernment and Election Process at the General Meeting will be arranged by the Community Coordinators according to established policy practice.

VI. § ii. Board of Director Meetings

The Board of Directors shall meet at least once each quarter although they may be scheduled more frequently at the discretion of the Community Coordinators and the Board of Directors. Meetings shall be conducted according to the most current version of Robert’s Rules of Order. The time and place of the meetings will be designated by the Community Coordinators - in consultation with the Board. Notice of time, place, and purpose of the meetings shall be no less than fourteen (14) days prior to the meeting and may be rendered in writing, electronic means, or by telephone to the Board Members.

The Board of Directors shall determine whether Board meetings are to be held by meeting in a physical location, by electronic means or by a combination thereof. (Revised 11-17-2020).

Board of Director Meetings are open to the General Membership; General Members are invited to speak at Board of Director meetings when recognized by the Chair of the Board Meeting. General Members are not allowed to vote on matters brought before  the Board of Directors.

When sensitive issues are discussed, the Board of Directors should move to Executive Session. Recording of Board Meeting minutes is suspended and General Members are excused from attendance during Executive Session. Executive Session minutes must be kept separate from the Board Meeting minutes.

Emergency Board of Directors meetings may be called by the Community Coordinators or by any Board Member. This authority is most commonly used when business needs arise prior to the next regularly scheduled meeting. Notice of time, place, and purpose of emergency meetings shall be no less than two (2) days prior to the meeting and may be rendered by electronic means or by telephone to the Board Members.

ARTICLE VII - QUORUM

The transaction of business for the Twin Cities Retrouvaille Board of Directors will occur when a quorum is established. A quorum shall consist of a majority of the total serving Board Membership.

A majority of serving Board members must be present at the meeting to meet the quorum requirement. Presence may be physical and/or electronic.  (Revised 11-17-2020).

ARTICLE VIII – VOTING

VIII. § i. Voting at General Membership Meetings

Each individual General Member shall have one vote. Voting may be by voice, show of hands, or written ballots. Written ballots will be preferred when voting on elections and other sensitive items.

A majority vote will prevail, except where defined elsewhere.

Discernment / Elections require a written ballot as stated in Article XI of these Bylaws. There is no provision for attendance by electronic means or voting by electronic means for General Membership Meetings; members must be present to vote.

VIII. § ii. Voting at Board of Directors Meetings

As members of a Christian Community, it shall be the goal of the Board of Directors to reach consensus, whenever possible. If consensus cannot be reached, a majority vote will prevail, except where defined elsewhere.

While Board positions may be couple positions, each individual person shall have one vote. Voting may be by voice, show of hands, or written ballots.

Voting by Board Members on motions presented at Board Meetings may in person or through electronic means. In the case of those attending the meeting via electronic media, a voice vote from those Board Members is deemed sufficient to meet the requirements of this section. When members are voting on matters that require a written ballot, those members attending by electronic means will submit their written vote in email or text message to the Chair of the Board Meeting.

The Community Coordinators or any other couple chairing the Board Meeting are permitted to vote on any matter including amendments to the Bylaws, disciplinary actions or member removal actions.

Written ballots will be preferred when voting on elections and other sensitive items. Proxies shall not be allowed or used at Board of Directors Meetings.

ARTICLE IX – MINUTES

A written record of all official Board and General Meetings shall be maintained. General Meeting minutes shall not contain privacy-restricted information. Approved Board Meeting minutes shall be made available to General Membership upon written request. However, privacy-protected information can be redacted by the Board prior to release, as necessary; following the approval of a motion to do so. Executive Session minutes, since a sensitive matter was being discussed, are not available for distribution to the General Membership or any non-Board member.

Executive Session minutes may be recorded but must be kept separate from the Board Meeting minutes, as noted in Article VI. § ii of these Bylaws.

ARTICLE X - TERMS OF OFFICE

Each Board position except the position of Chaplain is an elected position selected by the process of Discernment. The Chaplain is appointed by consensus of the Board.

Board Members will serve a term of two years. Board Members are permitted to serve consecutive terms, but no one is permitted to serve more than two consecutive terms in the same position. No one is permitted to serve more than six (6) consecutive years as a Member of the Board. A couple who becomes ineligible to serve on the Board due to their consecutive years of service will become eligible again, after having been off the Board for one (1) year.

There is no limit on the number of consecutive terms a Chaplain may serve.

Terms of Board Members are two years, with half of the Board of Directors’ terms expiring every year. Finance Team, Chaplain, Weekend Coordinators, CORE Coordinators and Volunteer Coordinators terms begin during even numbered years.

The terms of the Community Coordinators, Secretary Team, Registration Team and Post Coordinators begin during odd numbered years.

The term of office of each appointed Board Member shall commence on the first day of the month following their discernment.

An exception to the six year limitation can be granted by the International Board’s Expansion and Development Team for extenuating circumstances.

ARTICLE XI - NOMINATIONS AND SELECTIONS

Board Members will be selected through a Discernment Process. Twin Cities Retrouvaille will hold a Discernment Event during the Annual General Membership Meeting held in January. Each community member who attends the Discernment, whether a General Member or a Board Member, shall have one vote. Final decisions shall be determined by secure ballot and require a majority of votes cast. (Revised 11-17-2020)

In a situation where no couple receives more than 50% of the total votes cast, the two couples who received the highest number of votes will be identified. An additional ballot of those top two couples will be held. In a situation of a tie after the second ballot, the discernment will be decided by the flip of a coin.

ARTICLE XII - BOARD OF DIRECTORS RESPONSIBILITIES, RESIGNATION and REMOVAL

XII. § i. Responsibilities of the Board of Directors

The Board of Directors has the responsibility to conduct the day-to-day affairs of Twin Cities Retrouvaille. They also have the responsibility to plan, administer and execute any other event or function of Twin Cities Retrouvaille that promotes and supports the mission and goals of Twin Cities Retrouvaille.

Specific approval of the Board of Directors is required for, but not limited to, the following:

 Minutes of all meetings of the Board of Directors

 The monthly and fiscal year-end financial reports presented at Board Meetings

 The annual budget, prior to the inception of the annual period covered by the budget

 The incurring of any single financial obligation or contractual liability in excess of three thousand dollars ($3,000.00), even if the expense has previously been included in the current or previous annual budget.

 The making of any loans or gifts for any purposes

 The alienation, sale, encumbrance or transfer of any property

The Board of Directors shall cause to be kept records of all proceedings of the Board of Directors and the General Meetings; a copy of all annual financial reports; Articles of Incorporation and Bylaws of this Corporation and all amendments and restatements thereof; and such other records and books of account as shall be necessary and appropriate to the conduct of the business of Twin Cities Retrouvaille. The Board of Directors may request that the Secretary Team be responsible for receiving and retaining official copies of all such records.

The Board of Directors shall have the power to delegate administrative authority for the operation of any specific aspect of the day-to-day business of Twin Cities Retrouvaille to a duly qualified Member of the Board of Directors.

XII. § ii. Responsibilities of the Community Coordinators

The Twin Cities Retrouvaille Community Coordinators shall preside at all meetings of the Board of Directors; shall undertake the general active management of the business of Twin Cities Retrouvaille; shall see that all orders and resolutions of the Board of Directors are carried into effect; shall perform such other duties as may from time to time be prescribed by the Board of Directors; and, in general, shall perform all duties usually incident to the office of the President or chief executive officer.

If the Secretary Team is unable to attend any official Meeting of Twin Cities Retrouvaille, the Community Coordinators shall be responsible for ensuring that minutes of all meetings are maintained as set forth by these Bylaws.

XII. § iii. Responsibilities of the Finance Team

The Finance Team shall keep accurate accounts of all moneys, drafts and checks; shall have power to endorse for deposit all notes, checks and drafts; shall disburse the funds of Twin Cities Retrouvaille; shall render to the Directors, whenever required, an account of all their transactions as Finance Couple and of the financial condition of Twin Cities Retrouvaille; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the TCR Coordinator Couple; and, in general, shall perform all duties usually incident to the office of Treasurer.

When the Community Coordinators are unable to attend a Board Meeting or the General Meeting, the Finance Team shall act in place of the Community Coordinators and shall Chair the meeting.

XII. § iv. Responsibilities of the Secretary Team

The Secretary Team shall keep minutes of the Meetings of the Board of Directors, Executive Sessions of the Board Meetings [as noted in Article VI. § ii.], and the General Membership Meetings; shall maintain a complete set of minutes of all official meetings of Twin Cities Retrouvaille; shall keep a register of the names and addresses of all members of the Board of Directors; shall at all times keep on file a complete copy of the Articles of Incorporation, the Bylaws and all amendments and restatements thereof; shall, when directed to do so, give proper notice of meetings of the Board of Directors; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the TCR Coordinator Couple; and, in general, shall perform all duties usually incident to the office of the Secretary.

The Secretary Team is the third level of succession for executive responsibility for conducting the Board Meetings and General Meeting of Twin Cities Retrouvaille.

XII. § v. Job Descriptions

Job descriptions for the Twin Cities Retrouvaille Board of Directors can be created and altered as necessary by the Board of Directors as long as they remain consistent with the Bylaws. Job Descriptions must be approved by the Board of Directors.  Copies of  the job descriptions may be made available to the Twin Cities Retrouvaille Community but do not have to be approved the Community during General Membership Meetings.

XII. vi. § Legal Obligations

The Board of Directors shall take reasonable care when making decisions for Twin Cities Retrouvaille (Duty of Care). They shall act in the best interest of the organization (Duty of Loyalty). They will act in accordance with the Twin Cities Retrouvaille Mission Statement and Bylaws (Duty of Obedience) and Directors shall stand aside when there is a conflict of interest (Recusal).

All legal obligations and contracts involving Twin Cities Retrouvaille shall be approved by the Twin Cities Retrouvaille Board of Directors. The Community Coordinators and  the Finance Team are the only authorized signers for any legal document or contract obligating Twin Cities Retrouvaille to any financial or legal commitment. One member  of the Community Coordinators and one member of the Finance Team are required to sign any legal document or contract.

XII. § vii. Compensation

The Board of Directors of Twin Cities Retrouvaille are volunteers and are not eligible to receive compensation, neither actual compensation nor “in kind”, for their service either as a Board Member or as a volunteer. Reimbursement of expenses is governed by the Financial Guidelines policy of Twin Cities Retrouvaille.

XII. § viii. Endorsements

It is in the best interest of Twin Cities Retrouvaille that it never be drawn into public controversy. Hence, Twin Cities Retrouvaille has no opinion on outside issues and does not endorse, finance, or lend its name to any outside activity, entity, or cause.

XII. § ix. Removal from the Board

A Board Member(s) may be removed by the Twin Cities Retrouvaille Board of Directors at any meeting, with or without cause, to preserve the integrity of the ministry. The meeting notice must state that the purpose or one of the purposes of the meeting is removal of the Board Member(s). The Board Member(s) will be given the opportunity to address the charges at the meeting. Removal of the Board Member(s) will require a two-thirds majority vote of the Board of Directors, excluding the Board Member(s) whose removal is being considered. Written ballots are required when voting on actions involving removal from the Board.

The Board, acting on the provisions of the Code of Conduct of Twin Cities Retrouvaille, may declare a Board Member as Not In Good Standing with Twin Cities Retrouvaille. This action will also require a two-thirds majority vote of the Board of Directors, excluding the Board Member(s) whose removal is being considered.

XII. § x. Resignation

Any couple or priest may resign at any time by giving written notice, either hard copy or electronic means, to the Twin Cities Retrouvaille Community Coordinators. The resignation of any Director shall take effect at the time specified in the written notice or, if no time is specified in the written notice, upon receipt of the written notice by the Community Coordinators. Unless specified in the written notice, the acceptance of such resignation shall not be necessary to make it effective.

When an individual is unable or unwilling to serve on the Board of Directors as a result of resignation or removal, the spouse of that individual shall also resign.

ARTICLE XIII - VACANCIES

Vacancies on the Twin Cities Retrouvaille Board of Directors are not required to be filled if other Board Members are able to handle the responsibilities of the vacant position. There is no provision to exclude a Board Member couple from serving in more than one office when requested by the Board to fill a vacancy.

When vacancies are filled at the invitation of the Board, recommendations for replacement Board Member(s) will be accepted from Board Members and then the entire Twin Cities Retrouvaille Board will discern and vote on accepting the replacement Board Members.

Vacancies cannot be filled by persons who would be in conflict with the six (6) consecutive year limitation in Article X. The vacancy appointment by the Board will extend until the next Discernment for the Board position, to avoid disrupting the odd- year and even-year schedule as noted in Article X.

An exception to the six consecutive year limitation can be granted by the International Board’s Expansion and Development Team for extenuating circumstances.

ARTICLE XIV – COMMITTEES FORMED BY THE BOARD OF DIRECTORS

The Board of Directors, at its discretion, may form committees, each charged with the responsibility to carry out a specific function to promote the mission and goals of Twin Cities Retrouvaille. Only the Board of Directors, following a motion and Board vote on the formation of the committee, has the authority to form committees. Each committee is subordinate to the Board of Directors.

All committees formed by the Board are responsible to the Board, and are required to report to the Board when requested or when scheduled. The Community Coordinators will oversee the function of each committee; committee decisions will require approval of the entire Board of Directors.

The Board of Directors may remove individual committee members at any time, with or without cause, by majority vote. Further, the Board of Directors may disband any committee at any time at its discretion by majority vote.

ARTICLE XV - DEPOSITORIES AND CONTRACTS

Institutions for deposits of funds will be selected by the Community Coordinators and the Finance Team and approved by the Board. The Community Coordinators and the Finance Team will be the only authorized signatories on bank accounts.

The Community Coordinators and the Finance Team are the Board Members authorized to sign or endorse contracts. One member of the Community Coordinators and one member of the Finance Team are required to sign any legal document or contract. There is no provision for appointing designees to sign contracts.

The fiscal year of Twin Cities Retrouvaille shall end on the 31st day of December of each year.

ARTICLE XVI – DISCIPLINE, REMOVAL AND REINSTATEMENT

XVI. § i. Discipline and Removal

Where Community of Disciples and Servant Leadership principles are not helpful in resolving contentious issues, any Board Member, volunteer or General Member may be disciplined or removed. The Code of Conduct of Twin Cities Retrouvaille outlines unacceptable behaviors and procedural steps to deal with those behaviors. [Note: Removal of Board Members is addressed in Article XII. § ix. of these Bylaws.]

Any Member, whether a General Member or a Board Member, may submit, to any individual on the Board of Directors, a written concern against any Board Member, volunteer, or General Member. Should a removal hearing be convened, the Board Member, volunteer or General Member, who is the subject of the action, may have others speak on their behalf.

If a removal action is warranted against a volunteer or a Board Member, the process of removal will result in the volunteer or Board Member being removed from their volunteer position or Board position in the Twin Cities Retrouvaille community.

Further, the Board may declare a Board Member, a volunteer or a General Member to be classified as Not In Good Standing with Twin Cities Retrouvaille, in accordance with the provisions of the Code of Conduct of Twin Cities Retrouvaille. This action will  require a two-thirds majority vote of the Board of Directors.

Twin Cities Retrouvaille exists as a Christian Community and, as such, any member, whether Board Member, volunteer or General Member, may contact Retrouvaille International, at any time, with the goal of inviting neutral conflict management facilitators prior to any discipline or removal.

XVI. § ii. Reinstatement

The Twin Cities Retrouvaille community believes in the healing power of reconciliation, atonement and forgiveness. Any General Member, volunteer or Member of the Board of Directors who has been removed from the list of “Members in Good Standing” and / or has been removed from their position of leadership or role as volunteer may apply for reinstatement. The process for reinstatement is addressed in the Twin Cities Retrouvaille Code of Conduct policy.

The reinstatement vote will require a 2/3 majority of all members of the Twin Cities Board of Directors, as specified in Article V of these Bylaws.

ARTICLE XVII – INDEMNIFICATION

Twin Cities Retrouvaille will indemnify any Director or volunteer, who is made or threatened to be made a party to a proceeding by reason of the past or present actions of the person who was acting in his or her official capacity, against judgments, penalties, fines, including settlements and reasonable expenses, including attorneys’ fees to the extent permitted under Minnesota Statutes.

ARTICLE XVIII - AMENDMENTS

The Board of Directors of Twin Cities Retrouvaille may, by resolution adopted by two- thirds of the total number of serving Board Members, amend the Bylaws of Twin Cities Retrouvaille. The language of any proposed amendment shall be provided to all Members of the Board of Directors at least seven (7) days before the meeting at which the amendment is considered.

Any Twin Cities Retrouvaille Community General Member who meets the requirements of Article II may submit, in writing, a proposed amendment to these Twin Cities Retrouvaille Community Bylaws. That submission should be presented to any Board Member who is then responsible to present it to the full Board in accordance with the preceding paragraph.

ARTICLE XIX - DISSOLUTION

In the event of the dissolution of Twin Cities Retrouvaille, the community’s Board must ensure the payment or the provision for payment of all the liabilities of the Corporation. If assets remain after the liabilities have been resolved, the Board shall transfer all remaining net assets of Twin Cities Retrouvaille to Retrouvaille International or, with the consent of Retrouvaille International, to another organization with a mission and goals similar to Retrouvaille International. That entity must be qualified under Section 501 (c)(3) of the Internal Revenue Code as a tax exempt, charitable organization during the year the dissolution occurs.

ARTICLE XX - COMPLIANCE WITH RETROUVAILLE INTERNATIONAL BYLAWS

All Bylaws of Twin Cities Retrouvaille shall be in accordance with the intentions, Code of Conduct, and Bylaws of Retrouvaille International. Should any conflict occur, the Retrouvaille International Bylaws shall prevail.

The Bylaws of Twin Cities Retrouvaille were rewritten, revised and adopted by the Board of Directors of Twin Cities Retrouvaille on June 19, 2018.