ELEMENTS OF LIFE ECCLESIASTICAL HEALTH ASSOCIATION

 

ARTICLE I – NAME AND OFFICES

1. Name. The name of this Corporation shall be Elements of Life Ecclesiastical Health Association (“the Association”).
2. Principal Office. The principal office of the Association shall be located in the State of Idaho. The Board of Directors may designate other offices, either within or outside the State of Idaho, as the business of the Association may require from time to time.

ARTICLE II – PURPOSE

1. General Purpose.

The Association is organized and shall be operated exclusively for religious, ecclesiastical, ministerial, educational, and charitable purposes within the meaning of IRS §508(c)(1)(A), §501(c)(3), and §509(a)(2).

1. Specific Purpose.

The Association’s activities include, but are not limited to:

• Providing instruction, training, and services in ecclesiastical health and Chinese energetic medicine, including Medical Qigong.
• Conducting classes, workshops, retreats, and public events.
• Publishing: books, educational materials, manuals, and recordings.
• Operating clinics and providing spiritual and health services.
• Training, certifying, and Licensing Practitioners, Advanced Practitioners, Masters, and Doctors. (credential are ecclesiastical / educational / spiritual in nature and not a substitute for state licensure.)
• Providing education, counseling, and direct services to individuals and communities, in health, culture, spiritual and physical practices, and history.

 

1. Mission Statement.

The Association serves as a multi-faith, educational, and health ministry, welcoming all nations, creeds, and traditions.

Its mission is to advance the study and practice of healing, wellness, and conscious living through the disciplines of Chinese Energetic Medicine, Qigong, and other holistic arts, while maintaining a non-political, non-sectarian environment devoted to service, compassion, and harmony among all peoples.

1. Tax-Exempt Status.

The Association is organized as a religious, ecclesiastical body within the meaning of Section 508(c)(1)(A) of the Internal Revenue Code, and shall also operate as a tax-exempt public charity under Section 501(c)(3) and Section 509(a)(2) of the Code. The Association will normally receive a substantial part of its support from a combination of program service revenue, including tuition, retreats, memberships, licensing and certification income, clinic contributions, grants and contributions from the general public. Investment income shall not be a primary source of support.

1. Ecclesiastical Authority and Autonomy.

The Association is an ecclesiastical body organized for religious, spiritual, and ministerial purposes. Its governance, doctrine, discipline, and internal affairs are matters of religious determination and are not subject to civil or governmental authority, except as required by law. All officers, directors, instructors, and ministers serve under ecclesiastical authority and spiritual discipline consistent with the Association’s religious mission.

ARTICLE III – MEMBERSHIP

1. Classes of Membership.

The Association shall recognize the following classes of membership:

• General Members. Individuals who participate in the Association’s programs for purposes of spiritual health, personal growth, or learning.
• Student Members. Individuals enrolled in courses of study leading toward recognition as Practitioners, Advanced Practitioners, Masters, or Doctors.
• Practicing and Teaching Members. Certified individuals who actively practice or instruct in the disciplines of ecclesiastical health and Chinese energetic medicine under the standards of the Association.
1. Rights and Responsibilities.
2. Members shall be entitled to participate in programs, training, events, and services appropriate to their membership level.
3. Members may use designations or credentials conferred by the Association, including Practitioner of Energetic Medicine, Advanced Practitioner of Chinese Energetic Medicine, Master of Chinese Energetic Medicine, and Doctor of Chinese Energetic Medicine, consistent with standards established by the Board.
4. Membership in any class shall not carry voting rights in the corporate governance of the Association. Governance authority shall be reserved solely to the Presidential Board of Directors.
5. The Association recognizes that certain ecclesiastical health practices, including non-invasive touch and the laying on of hands, may be integral to its religious and ministerial teachings. Student, Practicing and Teaching Members are authorized to engage in such practices solely within the scope of the training, licensure, certification, or designation conferred upon them by the Association, and in accordance with policies and ethical standards adopted by the Board. All such practices are ecclesiastical and ministerial in nature and do not constitute the practice of medicine as defined by state law.

1. Advancement.

Advancement from one membership class to another shall be based on completion of training, demonstrated competence, and recognition by the Association, according to standards set by the Board. The stages of advancement within the Association are as follows:

• Practitioner of Chinese Energetic Medicine
• Advanced Practitioner of Chinese Energetic Medicine
• Master of Chinese Energetic Medicine
• Doctor of Chinese Energetic Medicine

These are ecclesiastical and educational designations conferred by the Association within the field of energetic medicine. They are not equivalent to state-licensed medical degrees and do not authorize the practice of medicine as defined by state law.

1. Ethical Standards of Practicing Members.

1. General Duty. All Practicing and Teaching Members shall conduct themselves with the highest standards of integrity, humility, and service.
2. Scope of Practice. Practitioners assess and recommend for health and healing purposes but shall not diagnose or prescribe. “Assessment” reflects humility and recognition that healing flows from the Dao — the Divine Source of Life.
3. Respect for All Healing Traditions. Practitioners shall not disparage any system of healing and shall speak with respect and constructive intent.
4. Collaboration and Referral. Practitioners are encouraged to cooperate with licensed medical and allied-health professionals and refer clients when appropriate.
5. Practitioners shall protect all client/student information except where disclosure is required by law or authorized in writing.
6. Non-Discrimination. Practitioners shall serve all people with dignity and without prejudice.
7. Professional Boundaries. Maintain appropriate boundaries and avoid any exploitation of clients or students.
8. Honesty and Representation. Represent training and credentials truthfully; make no false or exaggerated claims.
9. Continuing Education. Engage in lifelong study and ethical practice.
10. Integrity in Teaching. Transmit teachings faithfully, honor sources and intellectual property.
11. Disciplinary Process. Violations shall be reviewed by the Board or its committee; sanctions may include counseling, suspension, or revocation subject to due process.

ARTICLE IV – PRESIDENTIAL BOARD OF DIRECTORS

1. Authority.

The governing body of the Association shall be the Presidential Board of Directors, which shall have full and final authority over all corporate, spiritual, financial, and administrative affairs of the Association.

1. Number.

The Presidential Board of Directors shall consist of no fewer than four (4) and no more than seven (7) directors.

1. Founding Directors.

The Seven Initial Directors of the Association are:

• David Stokes Hone
• Brooks Wuerdemann
• Jerry Alan Johnson
• Erika Johnson
• Steve Leavitt
• John Hone
• Kristofer Bonifas
1. Term, Resignation, Limited Removal for Cause.
1. Directors shall serve for life, unless they (a) voluntarily resign in writing, (b) are determined to be permanently incapacitated under Section 7 of this Article, or (c) are removed for cause under Section 8 of this Article.
2. No other basis for removal is permitted. Policy disagreements, differences in style, or good-faith disputes shall not constitute cause for removal.
2. Duties.

Directors shall:

1. Safeguard the ecclesiastical, educational, and charitable purposes of the Association.
2. Attend meetings and participate actively in governance.
3. Adopt policies, budgets, and strategic direction.
4. Ensure compliance with all legal, financial, and religious obligations.
5. Be considered as ministers and serve under ecclesiastical authority and spiritual discipline consistent with the associations religious mission.
1. Compensation.

Directors shall serve without compensation for board service. Nothing herein prohibits a director from serving the Association in another capacity, such as administrator, instructor, officer, or staff, and receiving reasonable compensation for that role, provided conflicts of interest are managed in accordance with Article IX.

1. Incapacity (no-fault vacancy).

A seat may be declared vacant for permanent incapacity only upon (a) a court determination, or (b) written certifications from two independent physicians that the director is unable to perform essential duties for a continuous period of six (6) months or more. Incapacity shall not be considered a disciplinary removal and shall carry no adverse finding.

1. Removal for Cause (Extraordinary Remedy).

1. A director may be removed only for cause, and only after due process, by unanimous written vote of all remaining disinterested directors (the director in question shall not vote).
2. “Cause” shall be strictly limited to:
   1. Final conviction of a felony involving fraud, violence, or moral turpitude;
   2. Fraud, embezzlement, or willful misuse or diversion of Association funds or assets;

• Willful and material breach of fiduciary duty that causes substantial harm to the Association;

1. Knowing and repeated violations of law or these Bylaws after written notice and a reasonable opportunity to cure;
2. Conduct that knowingly jeopardizes the Association’s 501(c)(3) or 508(c)(1)(A) status after written notice.
3. Code of Conduct violations.

1. Due Process.

Before any vote, the director shall receive written notice of the alleged grounds at least 30 days in advance, and shall have a fair opportunity to respond in writing and to be heard. The Board shall issue written findings. If the Board does not unanimously find cause, the director shall remain in office.

1. Vacancies.

Vacancies due to resignation, incapacity, or removal shall be filled by unanimous appointment of the remaining directors. Honorably discharged board members may suggest to the remaining directors possible candidates for their vote.

ARTICLE V – OFFICERS

1. Officers. The officers of the Association shall include a President (or Chair), Secretary, and Treasurer, and such other officers as the Board may establish.
2. Duties.

• President or Chair: Presides at meetings, provides leadership, and represents the Association.
• Secretary: Maintains records, prepares minutes, and ensures required notices are sent.
• Treasurer: Oversees financial accounts and reporting.

1. Election and Term. Officers shall be elected by the Board for renewable one (1) year terms.
2. Compensation. Officers may serve in staff capacities, including Chief Executive Officer, Executive Director, Administrator, or Instructor, and may receive reasonable compensation for services rendered, subject to the safeguards of Article IX.

ARTICLE VI – MEETINGS

1. Regular Meetings.

The Presidential Board of Directors shall meet at least twice annually, or more frequently as required.

1. Special Meetings.

Special meetings may be called by the President or any two directors.

1. Notice.

At least seven (7) days’ notice shall be given for regular meetings unless waived by unanimous consent.

1. Quorum.

A quorum of the Presidential Board of Directors shall consist of all duly serving Directors. No official action may be taken without the full participation of all Directors, either in person or through approved remote means that allow simultaneous communication.

In the event that a Director is temporarily incapacitated or unavailable, the remaining Directors may, by unanimous consent, authorize a temporary vote or action to ensure continuity of operations until the full Board can reconvene. (See further in this article, subsection 6 for clarifications.)

When matters are submitted in writing, the Board may act as a quorum through electronic mail or other written methods, provided that every Director receives the same information, responds in writing, and all responses are preserved with the minutes.

1. Voting.

Each director shall have one vote. Unless otherwise specified in these Bylaws, decisions shall require the unanimous vote of all directors present in order to pass.

• Items to be voted on may both be given to the directors chosen email and answered with their vote as a reply to the same email.

6.  Electronic Records and Signatures.

For purposes of these Bylaws, records, notices, consents, votes, approvals, minutes, and signatures transmitted or maintained electronically (including by electronic mail, digital document, or electronic signature) shall be deemed valid, binding, and equivalent in legal effect to original written records and handwritten signatures, to the fullest extent permitted by applicable law.

1. Temporary Incapacity; Acting Authority.

Temporary incapacity or inability of a Director to perform essential duties shall not constitute removal, discipline, or a finding of cause and shall carry no adverse inference.

Any Director may, in advance and in writing, designate a qualified individual to serve as an Acting Director solely in the event of the Director’s temporary incapacity or inability to perform essential duties. Such designation shall be filed with the Secretary and may be amended or revoked by the Director at any time. Upon a finding of temporary incapacity, the pre-designated Acting Director shall temporarily assume the duties and voting authority of the incapacitated Director, limited strictly to matters necessary for continuity, preservation, and ordinary operations of the Association.

If no such designation exists, or if the designated individual is unavailable or unable to serve, the remaining disinterested Directors may, by unanimous vote, temporarily vest the duties and voting authority of the incapacitated Director in another Director, officer, or ecclesiastical designee, subject to the same limitations.

All authority vested under this section shall be temporary, non-disciplinary, and shall automatically terminate upon written notice of recovery by the Director or upon clearance by a licensed physician or other competent professional. Upon such termination, full authority shall immediately revert to the Director without further action.

No authority vested under this section shall permit amendment of these Bylaws, removal of Directors, or alteration of the fundamental governance structure of the Association.

ARTICLE VII – COMMITTEES

The Board may establish standing or special committees to accomplish the work of the Association. Each committee shall serve at the pleasure of the Board and operate under written authority defining its scope, membership, and reporting duties. Committees may not exercise full Board authority except as expressly delegated in writing.

 

2. Executive Director or Chief Executive Officer.

The Board may appoint a Chief Executive Officer (“CEO”) or Executive Director to manage daily operations and to implement policies and programs approved by the Board. The CEO or Executive Director may also serve as instructor, practitioner, or administrator and may receive reasonable compensation for services rendered.

 

3. Board Members as Active Leaders.

Members of the Presidential Board of Directors are also members of the Association and may serve in active roles as administrators, instructors, or practitioners. Service in these roles may be compensated, provided such compensation is reasonable and approved in accordance with Article VIII.

 

4. Teaching and Practicing Members.

The Association may recognize and appoint instructors and practitioners to serve in training, mentoring, administrative, or clinical roles. Such members may receive compensation for services rendered consistent with Association standards and Article VIII safeguards.

 

5. Licensing and Certification Authority.

The Association, acting through its Presidential Board of Directors, shall have authority to license individuals and organizations to teach, train, and certify students in accordance with Association curricula and standards.

1. Licensed individuals and organizations may grant the designations Practitioner of Chinese Energetic Medicine, Advanced Practitioner of Chinese Energetic Medicine, Master of Chinese Energetic Medicine, and Doctor of Chinese Energetic Medicine on behalf of the Association.
2. The Board may also authorize membership or affiliate status for such licensed entities, subject to compliance with the Association’s codes of ethics and requirements.
3. All licenses or certifications shall be governed by written agreements approved by the Board and may include conditions, fees, renewals, or revocation procedures necessary to protect the integrity of the Association’s standards and purposes.

ARTICLE VIII – EXECUTIVE AND ADMINISTRATIVE ROLES

1. Executive Director.

The Board may appoint an Executive Director to manage daily operations. The Executive Director may also serve as an instructor or practitioner and may receive reasonable compensation for services rendered.

1. Board Members as Active Leaders.

All members of the Presidential Board of Directors are also members of the Association and may serve in active roles as administrators, instructors, or practitioners. Service in these roles may be compensated, provided such compensation is reasonable and approved in accordance with Article IX.

 

1. Teaching and Practicing Members.

The Association may recognize and appoint instructors and practitioners to serve in training, mentoring, administrative, or clinical roles. These members may receive compensation for services rendered, consistent with Association standards and Article IX safeguards.

1. Licensing and Certification Authority.

The Association, acting through its Presidential Board of Directors, shall have the authority to license individuals and companies to teach, train, and certify students according to the Association’s curriculum and standards. Licensed individuals and companies may be authorized to grant the designations of Practitioner of Chinese Energetic Medicine, Advanced Practitioner of Chinese Energetic Medicine, Master of Chinese Energetic Medicine, and Doctor of Chinese Energetic Medicine on behalf of the Association.

1. The Association may also establish membership or affiliate status for such licensed entities, subject to compliance with the standards, codes of ethics, and requirements set by the Board.
2. All licenses or certifications shall be governed by written agreements approved by the Board and may include conditions, fees, or revocation procedures as determined necessary to protect the integrity of the Association’s purposes and standards.

ARTICLE IX – COMPENSATION AND CONFLICT OF INTEREST

The Association may pay reasonable compensation for services rendered by officers, administrators, instructors, practitioners, employees, contractors, and Board members serving in administrative or instructional roles, provided such compensation is approved by the Board and documented.

7. Board Compensation.

Directors shall not be compensated for board service. Compensation is permitted only for services rendered in other active roles, including administrative, instructional, or executive capacities, consistent with these Bylaws.

8. Conflict of Interest.
9. Any director or officer with a financial interest shall disclose it.
10. The interested person shall abstain from voting on matters relating to their own compensation.
11. The Board shall rely on comparability data to establish reasonableness.
12. Proceedings shall be recorded in minutes.

 

9. Private Inurement.

No part of the net earnings shall inure to the benefit of any director, officer, or private individual, except as reasonable compensation for services rendered in carrying out the Association’s exempt purposes.

10. Reimbursement of Expenses.

Directors, officers, and other persons serving the Association may be reimbursed for reasonable and necessary out-of-pocket expenses incurred in the performance of their duties on behalf of the Association, provided such expenses are properly documented and approved in accordance with policies adopted by the Board. Reimbursement of expenses shall not be deemed compensation for services.

ARTICLE X – FISCAL YEAR

The fiscal year of the Association shall be determined by resolution of the Board, and shall ordinarily begin on January 1 and end on December 31.

ARTICLE XI – INDEMNIFICATION

The Association may indemnify its directors, officers, employees, and agents to the fullest extent permitted by Idaho law, consistent with its 508(c)(1)(A) and 501(c)(3) status.

ARTICLE XII – AMENDMENTS

These Bylaws may be amended by a unanimous vote of the Presidential Board of Directors, provided that amendments remain consistent with the Association’s charitable, religious, ecclesiastical, and educational purposes.

ARTICLE XIII – USE OF SURPLUSES

1. Reinvestment of Funds.

All surplus funds of the Association, after payment of operating expenses, shall be reinvested into the charitable, educational, religious, and ecclesiastical purposes of the Association.

1. Permitted Allocations. Surpluses may be allocated to:
• Building an endowment fund for long-term financial stability.
• Supporting program development and research in ecclesiastical health and education.
• Funding fair compensation for staff and instructors.
• Expanding charitable outreach to underserved communities.
• Acquisition, construction, or improvement of property and facilities to be used for retreats, training programs, clinics, administrative offices, or other activities furthering the Association’s exempt purposes.
2. Prohibition on Private Benefit.

No surplus funds shall inure to the benefit of any director, officer, or private individual, except as reasonable compensation for services rendered in carrying out the Association’s exempt purposes.

1. No Distribution to Members.

No part of any surplus, earnings, or assets of the Association shall be distributed to, or inure to the benefit of, any member, director, officer, or private individual, except as reasonable compensation or reimbursement for services rendered or expenses incurred in carrying out the Association’s exempt purposes.

CERTIFICATION

These Bylaws were adopted by resolution of the Presidential Board of Directors of the Elements of Life Ecclesiastical Health Association on the 16^th day of October, 2025.