The Journal reprints entire bylaws of United Church

Bylaws of the United Church of God, an International Association :
A California Nonprofit Religious Corporation

1.0 ARTICLE 1: NAME

The name of this Corporation is the UNITED CHURCH OF GOD, AN INTERNATIONAL ASSOCIATION.

2.0 ARTICLE 2: SUBORDINATION TO CONSTITUTION

The Constitution of the United Church of God, an International Association (Constitution), now or hereafter in effect, is incorporated by reference into these bylaws. If there is any conflict between the Constitution and these bylaws, the Constitution shall prevail. The secretary of the Corporation shall keep a copy of the Constitution with these bylaws.

3.0 ARTICLE 3: OFFICES

3.1 PRINCIPAL OFFICE

The principal office (home office) for the transaction of the business affairs and activities of the Corporation shall be fixed and located at such place as the General Conference shall determine. The location of the principal office may change from one location to another.

3.2 BRANCH OFFICES

The Council may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.

4.0 ARTICLE 4: PURPOSES

4.1 GENERAL PURPOSES

The purpose of this Corporation is to serve as an instrument of the Church to preach the gospel of Jesus Christ and the Kingdom of God in all the world, to make disciples in all nations and to care for those disciples.

5.0 ARTICLE 5: DEFINITIONS

5.1 DEFINITIONS

5.1.1 Elder

The term "elder" as used in these bylaws, unless the context indicates otherwise, means an ordained minister, in good standing, of the United Church of God, an International Association.

5.1.2 General Conference of Elders

The term "General Conference of Elders" (General Conference) as used in these bylaws means the general assembly of elders of the United Church of God, an International Association (United Church of God ). Every elder of the United Church of God , in good standing, is a member of the General Conference.

5.1.3 Council of Elders

The term "Council of Elders" (Council) as used in these bylaws means those established by the General Conference to direct the Corporation. As such, they are the corporate board for the Church and equivalent to a board of directors.

5.1.4 Management Team

The "Management Team" as used in these bylaws means the corporate officers and operation managers of the Corporation as selected and approved by the Council of Elders.

5.1.5 Balloting

The term "balloting" as used in these bylaws means the process of polling those authorized by the Constitution or these bylaws to determine whether a spiritual consensus has been achieved.

5.1.6 Ballot

The term "ballot" as used in these bylaws means the instrument by which, under the Constitution or these bylaws, the assent or dissent of those eligible to be polled is expressed.

5.1.7 Advisory Committee of the Council

An advisory committee of the Council is any committee of the Council which consists solely of non-Council members. Said committee is not a voting committee of the Council.

6.0 ARTICLE 6: MEMBERS OF THE CORPORATION

6.1 The General Conference is the only class of members of this Corporation. Qualifications of members and terms of membership are those described in the Constitution. Members shall have the rights enumerated in the Constitution. In addition, they shall have the right to cast ballots on the disposition of all or substantially all of the assets of the Corporation and on any election to dissolve the Corporation.

7.0 ARTICLE 7: GENERAL CONFERENCE MEETINGS

7.1 ANNUAL MEETING

A general conference meeting shall be held annually at such time and place as the Council may determine, with appropriate notice given to all elders enrolled in the corporate record. Unless otherwise designated, meetings shall be held at the Corporation's principal (home) office. Members of the Council who must be elected in that year, shall be nominated and elected at this meeting. Any other proper business may be transacted at this meeting.

7.2 SPECIAL MEETINGS

7.2.1 Persons Authorized to Call

Special meetings of the General Conference may be called at any time by a two-thirds (2/3) majority ballot of the Council or by a simple majority of the General Conference as constituted for the time that such meeting is called.

7.2.2 Calling Meetings

Special meetings must be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chairman of the Council and the secretary. The determination of whether the business to be transacted requires the physical presence of the members of the General Conference or whether said business may be transacted according to the provisions of section 7.3 or 7.7 shall be made by the party that is calling the meeting. The party requesting the meeting shall expeditiously set a reasonable time and place for the meeting, and shall direct the secretary to give notice of the meeting to the Conference in the manner provided in 7.2.3 below. If notice is not given within thirty (30) days after receipt of the request, the person(s) requesting the meeting may give the notice. The meeting date shall be no sooner than thirty (30) and no more than sixty (60) days from the date notice is sent.

7.2.3 General Notice Requirements

With respect to a special meeting, notice required to be given to an elder shall be given to each elder entitled to ballot at the meeting. Notice shall be given in the manner prescribed in 7.9.3 below.

7.2.4 Attendance Requirement

The provisions of article 4, section 4.8, of the Constitution shall apply to special meetings of the Conference.

7.3 TELECONFERENCE MEETING

General and special meetings of the General Conference may be conducted by utilizing teleconference technology so long as proper notice is given to all elders, and the technology utilized provides every elder in attendance the opportunity to hear, respond and ballot.

7.4 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

Any meeting of elders may be adjourned from time to time by the ballot of the majority of the elders represented at the meeting. The meeting may not be reconvened, and no business may be conducted, unless all elders present at the time of adjournment are given notice of the time and place for reconvening the meeting. A public announcement of the time and place for reconvening the meeting, given at or prior to the time of adjournment and dismissal, shall constitute one form of adequate notice under this provision. If the duration of the adjournment of a special meeting exceeds seventy-two (72) hours, then notice must be given by a means which provides actual notice to each elder who was in attendance at the time that meeting was adjourned.

7.5 BALLOTING

7.5.1 Allotment of Ballots

Each elder entitled to ballot shall cast one ballot on each matter submitted to the balloting process. An elder may not cumulate ballots to nominate or elect elders to the Council. In the balloting to nominate elders to fill vacancies on the Council, each elder may cast only one ballot. In the balloting to choose between nominees to fill vacancies on the Council, each elder may cast only one ballot.

7.5.2 Manner of Casting Ballot

Ballots may be cast in writing or by roll call. Secret ballots must be used when transacting business of a personal nature. Business of a personal nature includes but is not limited to appointment of Council members or the expulsion or discipline of ministers. In all other matters that require balloting, the chairman shall designate the manner in which the ballot is cast, whether in writing or by roll call.

7.5.3 Majorities Required for Passage

Those matters specifically designated in these bylaws as requiring only an affirmative ballot by simple majority shall be construed in all cases to mean a simple majority of the elders present at the meeting, and shall upon such ballot be the act of the General Conference. An affirmative majority ballot, as described above, of the elders present at the meeting, shall be the act of the General Conference on all matters, except those matters pertaining to the governing documents of the Church or the Corporation, and as follows:

(1) The nomination and election of Council members, which shall be by plurality of the elders present at the meeting as provided at section 7.5.4.

(2) The removal of Council members, which shall require a two-thirds (2/3) ballot of the elders of the General Conference as it is constituted at the time the meeting is held to consider such an issue.

(3) The approval of any official relationship with any other religious organization, which shall require a two-thirds (2/3) ballot of the elders of the General Conference as it is constituted at the time the meeting is held to consider such an issue.

(4) The ratification and amendment of the Rules of Association for the United Church of God, an International Association, which shall require a two-thirds (2/3) ballot of the elders of the General Conference as it is constituted at the time the meeting is held to consider such an issue.

7.5.4 Balloting to Nominate and Elect Council Members

Council members shall be nominated and elected by written ballot. Each elder submitting a ballot during either the nomination or election process is required to sign his name to the ballot he submits. Failure to sign a ballot renders that ballot invalid. The balloting process to nominate elders to fill vacancies of the Council, and the balloting process to elect elders to the Council are, and shall remain, separate processes. The elders who receive the most ballots nominating them to fill Council vacancies are to have their names placed on a ballot for election to the Council. The number of elders that appear on a ballot to elect elders to the Council shall be set by the Council, except that the number may not be less than twice the number of vacancies to be filled. The elders who receive the most ballots as a result of election balloting are thereby elected to fill the vacancies on the Council. In the event there is one vacancy to fill and there are two or more elders with the same number of ballots, the Council of Elders shall, after prayer, choose between the two. The balloting process for both nominating and electing shall be supervised by an independent certified public accounting firm. The Council shall prescribe such other procedures as are reasonably necessary to insure the integrity of balloting with respect to the nomination and election of elders to the Council.

7.6 WAIVER OF NOTICE OR CONSENT

7.6.1 Written Waiver or Consent

The transactions of any meeting of the General Conference, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if either before or after the meeting each elder entitled to ballot, but not present in person, signs either a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent or approval must specify the business to be transacted or the purpose of the annual or special meeting of elders. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

7.6.2 Waiver by Attendance

An elder's attendance at a meeting shall also constitute a waiver of notice of that meeting, except when the elder objects, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not so included, if that objection is expressly made at the meeting.

7.7 ACTION WITHOUT A MEETING

7.7.1 Action by Written Consent

Any action required or permitted to be taken by the General Conference may be taken without a meeting, if two thirds (2/3) of the elders of the General Conference, three fourths (3/4) with respect to an Amendment to the Fundamental Beliefs as it is constituted at the time such action is to be taken, consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the elders. The action by written consent shall have the same force and effect as the affirmative ballot of the elders present at a duly called and noticed meeting.

7.7.2 Action by Written Ballot Without a Meeting

Any action that may be taken at any general meeting or special meeting of elders may be taken without a meeting if (1) the written ballot of every elder is solicited, (2) the required number of signed approvals setting forth the action so taken is received (in no case, less than a simple majority of all ballots solicited) and (3) all solicitations of written ballots indicate the time by which the ballot must be returned to be counted. In no case shall elders be given less than thirty (30) days from the date of delivery to consider and return their ballots. Unreturned ballots shall be treated as an abstention.

7.7.3 Approval by Written Ballot Without a Meeting

Approval by written ballot without a meeting shall be valid only when the number of affirmative ballots cast within the time specified equals or exceeds the number of ballots required by these bylaws, with respect to the action to be taken. In no event may approval by a written ballot without a meeting specify less than a simple majority of all elders of the Conference as it is constituted at the time authorization for the action is sought.

7.7.4 Revocation

A written ballot, or consent in writing to an action, once received, may not be revoked.

7.8 ALTERNATIVE BALLOTS

The Council may establish procedures for balloting by absentee ballot. Said procedures must be approved by a simple majority of the General Conference and may be amended thereafter by simple majority of the General Conference. This provision shall not be interpreted to require absentee balloting or any other alternative balloting methods. The Council may propose to the Conference those methods of absentee balloting it deems appropriate to uphold the Constitution and give effect to these bylaws. Balloting rights may not be exercised by proxies.

7.9 NOTICE

Written notice of all meetings, except as provided for in 7.6 and 7.7 above, shall be sent to each elder at his last known address at least thirty (30) days in advance. Each elder is responsible to notify the secretary of any change of address.

7.9.1 Who May Serve Notice

The secretary shall serve all notices required by law or by these bylaws, and in case of his inability, refusal or neglect to do so except as provided in 7.2.2 above, the chairman or any five (5) members of the Council shall serve such notices.

7.9.2 Requirement of an Agenda

Notices shall include the agenda for the meeting. All items to be acted upon at any meeting shall be listed on the agenda. The secretary must include a particular item on the agenda, upon written request presented by any four members of the Council, any officer of the Corporation, or by twenty-five (25) percent of the General Conference as constituted for the time such meeting is called, provided such written request is delivered before notice is given. No additions to the agenda may be proposed from the floor except by a majority of the Council during the meeting if approved by a simple majority of the General Conference present at the meeting.

7.9.2.1 Action without a meeting

With respect to action by the General Conference without a meeting, as provided in Section 7.7, the secretary shall include as an agenda item, any proposed item submitted in writing received by the secretary prior to the distribution of written consents and/or ballots. Said written request must have been submitted by at least any four members of the Council, any officer of the Corporation, or by twenty-five (25) percent of the General Conference as constituted at the time of the institution of any action, without a meeting.

7.9.3 Manner of Serving Notice

Notice shall be given by mail, postage prepaid, and shall be deemed to be delivered when deposited in the United States mail, addressed to the person at his address as it appears on the records of the Corporation. Proof of mailing shall be required and shall be kept with the records of the Corporation. Notice may also be delivered personally or by other means of written communication provided proof of such service and its actual receipt are kept in the corporate records.

7.9.4 Waiver of Notice

Whenever any notice is required to be given under the provisions of law or under provisions of the bylaws, a waiver signed by a person entitled to notice shall be deemed equivalent to the giving of notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

7.9.5 Failure to Receive Notice

In the event an elder fails to receive notice by oversight or otherwise, or denies receipt of notice, except in cases wherein such oversight exceeds five (5) percent, verifiable by reference to the proof-of-mailing records, action of the General Conference passed by the required ballot for that item of business will not be affected by such oversight or failure to give notice.

8.0 ARTICLE 8: COUNCIL OF ELDERS

8.1 NOMINATION AND SELECTION OF COUNCIL MEMBERS

In order to provide direction and oversight for the Corporation, a Council of Elders (Council) shall be created. Elders on the Council shall be nominated and elected by the General Conference of Elders. The Council may also nominate elders to be placed on a ballot for election to the Council. A nominating committee of the Council shall prescribe the process whereby such nominations are made, which process shall be approved by the General Conference by a simple majority. Neither that process nor this provision shall in any way limit the power of the General Conference with respect to nominating elders to serve on the Council.

8.2 TERM OF OFFICE OF COUNCIL MEMBERS

For the first year, Council members shall be elected for a two, three, or four year term (one third of the Council members for each term). Council members elected in subsequent elections shall hold office for three (3) years. At the conclusion of his term an elder may be reelected by the General Conference of Elders. After the selection of the chairman, the determination of the two, three, and four year terms will be by a random drawing by the chairman. Thereafter, Council members whose term has expired shall be replaced or reelected at the annual meeting of the General Conference.

8.2.1 Office of the Chairman of the Council

The chairman of the Council is to be elected by a two-thirds (2/3) secret ballot of the Council. If after three ballots no candidate is elected, the chairman shall be elected by a simple majority of the Council. Any Council member is eligible to serve as chairman unless that member is also president. The chairman of the Council shall:

(1) Preside at all meetings of the General Conference and Council.

(2) Perform such other duties as are incidental to the office of chairman or as may be delegated by the General Conference or the Council.

(3) Have the responsibility for the oversight of the Council and its committees.

(4) Represent the Corporation in legal and business matters as appropriate.

(5) Be replaced only by a two-thirds (2/3) ballot of the Council or by the General Conference as provided in 8.4.1 below.

(6) Have no authority in his capacity as chairman to decide doctrinal matters.

8.3 NUMBER AND QUALIFICATION OF COUNCIL MEMBERS

8.3.1 Number of Council Members

The Council of Elders shall consist of twelve (12) members. The Council shall include at least three (3) members whose primary work is outside the United States of America at the time of their election.

8.3.2 Qualifications of Council Members

Decisions of the Council are ecclesiastical in nature. Therefore, the primary qualifications for Council members are: (a) that they are elders in good standing of the United Church of God, an International Association; (b) that they are willing to support the consensus of the General Conference with respect to fundamental beliefs of the United Church of God, an International Association; (c) that they are willing to support the consensus of the General Conference with respect to the goals and purposes of the United Church of God, an International Association; (d) that they are willing to support the consensus of the General Conference and other Council members with respect to matters of governance of the United Church of God, an International Association; and (e) that they demonstrate fruits consistent with senior leadership positions in the Church.

8.4 VACANCIES ON THE COUNCIL

8.4.1 Events Causing Vacancy

A vacancy or vacancies on the Council shall exist on the occurrence of the following: (a) the death or resignation of any Council member; (b) the declaration by Council resolution of a vacancy of the office of a Council member who has been declared of unsound mind by an order of court, or convicted of a felony; (c) removal of a Council member for dereliction of duty or fraudulent acts under applicable law; (d) the balloting of the General Conference to remove a Council member by a two-thirds (2/3) ballot; (e) the failure of the General Conference to elect the number of Council members to be elected at any meeting held for such purpose; or (f) removal on scriptural grounds by a two-thirds (2/3) vote of the Council.

8.4.2 Resignations

Except as provided below, any Council member may resign by giving written notice to the chairman or the secretary of the Council. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. A resignation need not be formally accepted to be effective. No Council member may resign if the Corporation would then be left without the minimum number of members required by law or these bylaws.

8.4.3 Filling Vacancies

Vacancies on the Council shall be filled from the list of runners-up in the final ballot at the preceding meeting of the General Conference, based on the number of ballots the nominee received. In the event there is one vacancy to fill and there are two or more runners-up with the same number of ballots, the Council of Elders shall, after prayer, choose between the two. If ratified by the General Conference at the next meeting, the incoming Council member shall serve out the remainder of the term of the outgoing member; if he is not ratified, a new election for that vacancy shall be held at such meeting.

8.4.4 No Vacancy on Reduction of Number of Council Members

No reduction of the authorized number of Council members shall have the effect of removing any member before that member's term of office expires.

8.5 COMPENSATION AND REIMBURSEMENT

Council members shall receive no compensation for their services as members of the Council, but may receive reimbursement for expenses in attending meetings as well as other out-of-pocket expenses required for such service.

8.6 RESPONSIBILITIES OF COUNCIL MEMBERS

8.6.1 General Corporate Responsibilities

Subject to the provisions and limitations of the Articles of Incorporation, the Constitution and bylaws relating to action requiring approval by the General Conference, business and other affairs of the Corporation shall be conducted under the direction of the Council.

8.6.2 Specific Responsibilities

The Council shall be entitled to conduct all activities permitted by law for Council members except as limited by law, the Articles of Incorporation, the Constitution and bylaws, including, without further limitation, the following:

(1) To select and remove all officers, agents and employees; to prescribe duties for them; to approve their compensation; and to require from them their faithful service.

(2) To direct and control, by policy, the affairs and activities of the Corporation and make rules and regulations for this purpose.

(3) To adopt and use a corporate seal and alter the form of the seal.

(4) To borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

(5) To recommend to the General Conference those matters concerning the establishment of doctrines.

(6) To develop an annual strategic plan, operational plan and corresponding balanced budget to be ratified by simple majority of the General Conference.

(7) To inform the General Conference of any proposed relationships with any other religious organizations, for ratification by the General Conference. Ratification will require a two-thirds (2/3) ballot of the General Conference before entering into such relationships.

(8) To suggest amendments to the Constitution, Articles of Incorporation or the bylaws to the General Conference for approval.

(9) To recommend and publish the proposed agenda for the annual meeting or any special meeting of the General Conference.

(10) To exercise all other powers conferred by law.

(11) To develop and propose rules of association for the United Church of God, an International Association, to the General Conference, for their ratification. Ratification shall require a two-thirds (2/3) majority.

8.7 COUNCIL MEETINGS

8.7.1 Place of Meetings

Regular or special meetings of the Council may be held at any place that a majority of the Council may designate; or, if not so designated, meetings shall be held at the Corporation's principal office. Notwithstanding the above provisions of this section, a regular or special meeting of the Council may be held at any place consented to in writing by all Council members, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting.

8.7.2 Meetings by Telephone

Any meeting of the Council, regular or special, may be held using teleconference technology or similar communication equipment, as long as each Council member participating in the meeting can hear and respond to every other Council member. All such Council members shall be deemed to be present in person at such a meeting.

8.7.3 Regular Meetings

Regular meetings of the Council may be held subject to appropriate call and notice at such time and place as the chairman shall fix. Regular meetings shall be held once every three (3) months during the calendar year. Regular meetings shall be called by the chairman. However, if the chairman fails to call a required meeting, a simple majority of the Council may do so, upon written notice of at least twenty (20) days, transmitted to all members by first-class mail.

8.7.4 Special Meetings

Special meetings of the Council of Elders for any purpose may be called at any time by the chairman of the Council of Elders or a majority of the Council members.

8.7.4.1 Notice

a. Manner of Giving Notice

Notice of the time and place of special meetings shall be given to each director by one of the following methods: (1) by personal delivery of written notice; (2) by first-class mail, postage prepaid; (3) by telephone, either directly to the Council member or to a person at the Council member's office who would reasonably be expected to communicate that notice promptly to the Council member; (4) by telegram, charges prepaid; or (5) by fax. All such notices shall be communicated via the Council member's address or telephone number as shown on the records of the Corporation.

b. Time Requirements

Notices of special meetings of the Council of Elders sent by first-class mail shall be deposited in the United States mail or other carrier at least ten (10) days before the time set for the meeting. Notices given by personal delivery, telephone, telegraph or fax shall be delivered, telephoned, given to the telegraph company or faxed at least 48 hours before the time set for the meeting.

c. Notice Contents

The notice of a special meeting of the Council of Elders shall state the time of the meeting and the place, if the place is other than the principal office of the Corporation. The notice must specify the purpose of the meeting.

8.7.5 Quorum

Two-thirds (2/3) of the authorized number of the Council members shall constitute a quorum for the transaction of business, except to adjourn. At any meeting of the Council of Elders where a quorum is present but one or more Council members are absent, every action taken or decision made shall require a majority vote, by those present, which is equivalent to a majority of at least two-thirds (2/3) of the entire membership of the Council of Elders. Every action taken or decision made by the Council members present at a duly held meeting at which a quorum is present shall be the act of the Council of Elders. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Council members, if any action taken or decision made is approved by a vote which is equivalent to a majority of at least two-thirds (2/3) of the entire membership of the Council of Elders.

8.7.6 Waiver of Notice

Notice of a meeting need not be given to any Council member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any Council member who attends the meeting and does not protest, before or at the commencement of the meeting, about the lack of notice to such member.

8.7.7 Executive Session

The Council of Elders may from time to time meet in executive session when deemed appropriate by the Council. Any member of the Council may request that the chairman convene the Council for an executive session. Upon request, the chairman shall move to adjourn any meeting in progress, excuse any non-council members whose presence at the executive session is not required and move to convene the executive session. Executive sessions of the Council are subject to the same attendance and quorum requirements as regular meetings. It is the intention of the Council in providing for executive sessions that they be used to address any matters that are sensitive or confidential in nature.

8.7.8 Adjournment

A majority of the Council members present, whether or not a quorum is present, may adjourn any meeting to another time and place. The meeting may not be reconvened, and no business may be conducted, unless all members are given notice of the time and place for reconvening the meeting. Notice of the time and place for reconvening the meeting shall be given in accordance with the provisions of section 8.7.4.1.

8.7.9 Action Without a Meeting

Any action that the Council is required or permitted to take may be taken without a meeting, if all members of the Council, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as the unanimous ballot of the Council of Elders. Such consents shall be filed with the minutes of the proceedings of the Council of Elders.

8.8 COMMITTEES

8.8.1 Committees of the Council

The Council of Elders, by a resolution that is adopted by a two-thirds (2/3) ballot of the members then in office, provided a quorum is present, may create one or more committees, each consisting of two (2) or more Council members (but no persons who are not Council members) to serve at the pleasure of the Council of Elders. Appointments to committees of the Council of Elders shall be by majority ballot of the Council members then in office. The Council of Elders may appoint one (1) or more Council members as alternate members of any such committee, who may replace any absent Council member at any meeting. Any such committee, to the extent provided in the Council of Elders resolution, shall have all authority of the Council of Elders, except that no committee, regardless of a Council of Elders resolution, may:

(a) Take any final action on matters that, under law, the articles, the Constitution or these bylaws, they are not authorized to act upon.

(b) Amend or repeal any Council resolution unless by its express terms the resolution allows for such amendment or repeal.

(c) Create any other committees of the Council or appoint members to, or fill vacancies in, committees created by the Council.

(d) Take any final action, regardless of Council resolution, that requires action by the General Conference or the Council.

8.8.2 Meetings and Actions of Committees

Meetings and actions of a committee of the Council shall be governed either by Council resolution or, if there is none, by resolution of the committee of the Council. Minutes of each meeting of any committee of the Council shall be kept and shall be filed with the corporate records. The Council may adopt rules for the governance of any committee that are consistent with these bylaws; or, in the absence of rules adopted by the Council, the committee may adopt such rules.

8.8.3 Advisors to the Committees

Any committee of the Council is authorized and encouraged to utilize lay members and others as advisors. Advisors to Council committees may not vote. The Council of Elders may, by resolution, delegate responsibilities to an advisory committee to the extent that those responsibilities could be delegated to anyone under law.

8.8.4 Member Advisory Committees

The Council is authorized and encouraged to establish advisory committees comprised of baptized members of the Church. Committees may include both men and women. These committees are ad hoc advisory panels established to provide input to the Council.

8.9 RIGHT OF APPEAL

All lay members of the Church have the right to appeal disciplinary actions, or other adverse actions or decisions, to elders designated by the Council, and for certain matters, to the Council itself, after completing the process of appeal as developed by Ministerial Services and approved by the Council of Elders.

9.0 ARTICLE 9: OFFICERS AND MANAGEMENT TEAM

9.1 OFFICERS

The officers of the Corporation shall be president, secretary, and treasurer. They shall be approved by a two-thirds (2/3) secret ballot of the Council. The officers shall continue to serve unless removed by a two-thirds (2/3) ballot of the Council. No officer may serve concurrently in more than one (1) office. The president may also be a member of the Council but may not, except as provided in 9.5 below, serve as chairman of the Council.

9.1.1 Office of the President

The president shall be the chief executive officer of the Corporation. The office of the president must be filled by an individual who is an ordained elder as defined in these bylaws. The office of president is not vested with the authority to establish or revise doctrine. The president shall, insofar as it is consistent with the Constitution, these bylaws and applicable law:

(1) Have the responsibility for the general and active daily operation of the Corporation.

(2) Represent the Corporation in those legal and business matters for which the chairman of the Council does not have responsibility.

(3) Cause to be developed all systems, including but not limited to, care of the congregations, financial, informational, legal and human resources appropriate to the functioning of the Corporation.

(4) Perform all duties incidental to that of the chief executive officer and such other duties as may be delegated to him by the Council.

9.2 MANAGEMENT TEAM

The president is responsible to nominate and recommend for Council approval such offices and individuals to fill those offices as the business of the Corporation may require. Upon a two-thirds (2/3) secret ballot approving such offices and persons to fill those offices, said individuals serve in their respective capacity until replaced and in so far as it is consistent with the Constitution, these bylaws and applicable law, shall perform duties and exercise authority as determined by the president.

9.3 REMOVAL OF OFFICERS

Without prejudice to any rights of an officer under any contract of employment, any officer may be removed, with or without cause, by the Council, upon a two-thirds (2/3) vote of the Council.

9.4 RESIGNATION OF OFFICERS

Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received, or at any later time specified in the notice and unless otherwise specified in the notice. A resignation need not be accepted formally to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

9.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur.

Whenever there is a vacancy in the office of the president, or when the president, by his written declaration transmitted to the secretary, states that he is unable or unwilling to discharge the powers and duties of his office, the chairman of the Council shall assume responsibility for business operations of the Corporation and shall be vested with the powers of the president.

9.6 SECRETARY

The secretary shall act as secretary of the Corporation and shall:

(1) Keep or cause to be kept, at the Corporation's principal office or such other place as the Council may direct, a book of minutes of all meetings, proceedings and actions of the Council, of committees of the Council, and of General Conference meetings. The minutes of meetings shall include the time and place of holding, whether the meeting was general or special; and if special, how authorized, the method of notice given and the names of those present, or otherwise represented at, Council and committee meetings and General Conference meetings. The secretary shall keep or have kept at the principal office, a copy of the Articles of Incorporation and bylaws, as amended to date. The secretary shall keep such other records and documents as are required by law to be kept.

(2) Cause to be given notice of all meetings of the General Conference and of the Council, and notice of meetings of committees of the Council required by the bylaws to be given.

(3) Be custodian of the seal of the Corporation and affix the seal, or cause it to be affixed, as appropriate.

(4) Perform duties, as assigned by the chairman, the president or the General Conference, which are not inconsistent with these bylaws.

(5) Sign, execute and deliver in the name of the Corporation, all other instruments incident to the office of secretary that are not specifically reserved for the chairman or General Conference and which are not prohibited by these bylaws.

9.7 TREASURER

9.7.1 Books of Account

The treasurer, as the chief financial officer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The books of account shall be open to inspection by any Council member at all reasonable times.

9.7.2 Deposit and Disbursement of Money and Valuables

The treasurer shall deposit, or cause to be deposited, with such depositories as the Council may designate, all money and other valuables in the name and to the credit of the Corporation, shall disburse the Corporation's funds as the Council may order, shall render to the president and Council members, when requested, an account of all transactions as chief financial officer and of the financial condition of the Corporation, and shall, insofar as is consistent with the Constitution, these bylaws and applicable law, have such other powers and perform such other duties as the Council or the president may prescribe.

9.7.3 Annual Budget

The treasurer shall prepare an annual balanced budget to be approved by the Council and ratified by the General Conference at its annual meeting.

9.7.4 Execution of Corporate Documents

The treasurer shall sign, execute and deliver in the name of the Corporation, all other instruments incident to the office of treasurer that are not specifically reserved for the president, the chairman or General Conference, and which are not prohibited by the Constitution or these bylaws. He shall perform other duties, insofar as they are consistent with the Constitution, these bylaws and applicable law, as delegated by the president, and hold such other powers as may be prescribed by the Council or General Conference, insofar as such are consistent with the Constitution, these bylaws and applicable law.

9.8 COMPENSATION GENERALLY

The Council shall adopt a compensation policy for all employees, independent contractors or consultants, which shall be administered by the appropriate officers of the Corporation.

9.9I INDEMNIFICATION

9.9.1 Right of Indemnity

To the fullest extent permitted by law, this Corporation may indemnify its Council members, officers, employees and other persons which the law allows this Corporation to indemnify, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is defined by law, and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person to whom the law pertains. "Expenses," as used in this article of these bylaws, shall include without limitation, attorneys fees and any other expenses for which, under law, such persons may be indemnified.

9.9.2 Approval of Indemnity

If the Council cannot authorize indemnification, because the number of Council members who are parties to the proceeding about which indemnification is sought prevents the formation of a quorum of Council members not parties to that proceeding, the Council shall promptly call a meeting of the General Conference. At that meeting, the Council members shall determine under applicable law who can be indemnified. If so, the elders present at the meeting in person, by written consent or by absentee ballot shall authorize indemnification.

9.9.3 Advancement of Expenses

To the fullest extent permitted by law, and except as otherwise determined by the Council in a specific instance, expenses incurred by a person seeking indemnification under this article of these bylaws, in defending any proceeding covered by this article, shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid, unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

9.10 INSURANCE

The Corporation shall have the power to purchase and maintain insurance on behalf of its officers, Council members, employees and other agents against any liability asserted against or incurred by any officer, Council member, employee or agent in such capacity or arising out of the officer's, Council member's, employee's or agent's status as such.

10.0 ARTICLE 10:

FINANCIAL MATTERS

10.1 BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of accounts and shall also keep the minutes of the proceedings of the General Conference, Council and committees of the Council having and exercising any of the authority of the General Conference or the Council. All books and records of the Corporation shall be kept at the principal office. The financial statements and Form 1023 (application for exempt status) may be inspected at the principal office, with reasonable advance notice, by any member of the Church. Local congregations of the Church shall maintain such books and records as to enable the Corporation to consolidate financial information and achieve ability to audit according to generally accepted accounting principles in whatever nation the local congregation meets.

10.2 ANNUAL REPORTS

The corporate treasurer shall prepare a report of the financial activity of the Corporation for the preceding year. The report must conform to accounting standards as promulgated by the Financial Accounting Standards Board and must include a statement of revenue and expenses as well as a statement of expenses by function, a statement of changes in financial position and a statement of assets and liabilities.

10.3 INDEPENDENT Ambassador University DIT

An independent audit shall be made each year with an accompanying management letter to the Council.

10.4 PUBLICATION OF THE ANNUAL REPORTS

The Corporation's annual report shall be published and made available to every member of the Church.

10.5 DISCLOSURE OF SALARY RANGES

At each annual meeting of the General Conference, the treasurer shall disclose the salary ranges for all paid positions of the Corporation.

10.6 ANNUAL BUDGET

The Council shall evaluate, and determine on an annual basis, the percentage of income to be allocated from the projected total budget for the following year to support specific areas of the overall mission of the Church. This budget must balance projected income and expenditures and shall then be submitted to the General Conference for its ratification. If not ratified, the Council shall submit a revised budget for ratification as soon as practicable and, pending a ratified budget, the Corporation shall operate under the constraints of the previously ratified annual budget.

11.0 ARTICLE 11: GENERAL PROVISIONS

11.1 FISCAL YEAR

In recognition of the cycle of the annual Holy Day calendar and to provide for the effective financial administration of the Corporation, the fiscal year of the Corporation shall begin April 1, and end March 31.

11.2 CONTRACTS

The Council may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation.

11.3 CHECKS, DRAFTS OR ORDERS

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the president.

11.4 JUDICIAL AUTHORITY

The General Conference has final judicial authority with respect to the interpretation and enforcement of the Constitution. The Council has final judicial authority with respect to the interpretation and enforcement of these bylaws and with respect to any controversy that may arise thereunder.

11.5 PRAYER

Every meeting of the General Conference or Council shall be opened with prayer.

12.0 ARTICLE 12: AMENDMENTS

12.1 AMENDMENT OF CONSTITUTION OR BYLAWS

The General Conference shall have the sole authority to repeal or amend the Constitution and these bylaws.

12.2 MANNER OF AMENDING GOVERNING DOCUMENTS

(Reserved)

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