UCG releases draft of constitution, bylaws

3.0 ARTICLE 3--GENERAL CONFERENCE OF ELDERS

3.1 CONSTITUTION AND BYLAWS

We, the ministry of Jesus Christ, having been ordained and set apart by the laying on of hands to serve the Church of God and the gospel, do establish this Constitution and these Bylaws for the United Church of God, an International Association. Our purpose in so doing is to ensure order and preserve unity within the Church that we might, as the Church of God, fulfill our individual and collective calling as servants of God to care for those he calls and proclaim the gospel in all the world.

3.2 MANAGEMENT OF THE CHURCHDELEGATION OF AUTHORITY

The general conference of elders hereby delegates to the board of directors, and entrusts them with the responsibility to establish policy, enable management to implement that policy, and authority to provide direction and oversight to ensure the proper management of the day-to-day affairs of the corporation. In addition, the board shall approve the annual strategic plan, the annual operating plan, and the annual budget for the Church. Such responsibility and authority shall be exercised according to the Word of God, the laws of any jurisdiction in which the corporation does or is authorized to do business, these Bylaws and the internal operating policies of the corporation.

3.3 MANAGEMENT OF THE CHURCHRESERVATION OF POWERS

The general conference of elders hereby reserves to itself the following powers:

(1) To approve doctrinal changes of the Church.

(2) To review the annual strategic and operating plan and the budget that pertains thereto.

(3) To nominate and elect the directors of the board.

(4) To approve all amendments to the Articles of Incorporation.

(5) To approve all amendments to this Constitution and these Bylaws of the corporation.

3.4 QUALIFICATION AND APPOINTMENT TO THE GENERAL CONFERENCE

Any ordained elder of the United Church of God in good standing is a member of the general conference of elders ("general conference"). The corporate secretary shall verify the credentials of each elder and shall, upon such verification, cause their name to be recorded with the corporate record.

3.4.1 Good Standing

An elder is in good standing if he is, and remains a member and minister of the United Church of God, an International Association, is of good reputation and above reproach in his community and continues to meet the scriptural requirements for the ministry as outlined in I Timothy 3 and Titus 1. Whether an elder continues to meet the requirements shall be determined by the Board of Directors.

3.4.2 Corporate Secretary and Treasurer

In the event that the Corporate secretary or corporate treasurer are not ordained elders and thus, not members of the general conference, they may, notwithstanding, be admitted to the general conference with board approval. Should they cease to serve as secretary or treasurer, their membership in the general conference will terminate unless they have in the interim been ordained.

3.5 RIGHTS OF ELDERS

Members of the general conference of elders shall have the right to ballot, as set forth in Article 6, section 6.6 with respect to those matters enumerated in this Article at section 3.3, Article 6, section 6.8 and Article 7, section 7.3.2 where balloting is required.

3.6 EXPULSION, TERMINATION AND SUSPENSION OF MEMBERSHIP

Membership in the general conference may be suspended or terminated or an elder may be expelled by the Board of Directors. An elder whose membership has been suspended or terminated, or who has been expelled, may exercise no rights under this Article or Article 6.

3.6.1 Causes of Expulsion, Termination and Suspension

Any elder who fails to meet the qualifications of a minister, as determined by the board shall be expelled from the general conference. Any rights conferred under these bylaws, or by law, shall immediately terminate. An elder who is expelled from the general conference is precluded from performing any ministerial duties in the congregation. An elder's membership is terminated upon his death or upon his resignation from the ministry or membership of the Church. An elder may be suspended for misconduct based on scriptural teaching.

3.6.1.1 Board Determination

A board determination, which is based in whole or in part on biblical, ecclesiastical or spiritual criteria, that a member of the general conference is disqualified and must be removed is a decision within the sole discretion of the board and is conclusive except for such review as is provided for in section 3.6.2. A determination of the board under this section shall not require oral or written evidence (in the record or otherwise) as its basis.

3.6.2 Right of Appeal

An elder who is expelled from the general conference shall have a right of appeal according to a procedure established by the board and approved by the general conference. The decision, on appeal, of the general conference, which is based in whole or in part on biblical, or spiritual criteria, that a member of the general conference is disqualified and must be removed is a decision within the sole discretion of the general conference and is conclusive. A determination of the general conference under this section shall not require oral or written evidence (in the record or otherwise) as its basis.

3.6.3 Resignation

An elder may resign from membership at any time.

3.7 TRANSFER OF MEMBERSHIPS

No elder of the general conference may transfer a membership in the conference or any right arising from membership in the conference, and all rights of membership cease on the elder's death or dissolution of the corporation.

3.8 ATTENDANCE REQUIREMENT FOR THE GENERAL CONFERENCE

Elders in the employ of the Church are required to attend the annual meeting of the general conference. An employed elder who fails to attend the annual meeting of the general conference is excluded from balloting, by proxy or otherwise, at that meeting. Employed elders who are absent for good cause as determined by the board, may submit absentee ballots.

4.0 ARTICLE 4--FUNDAMENTALS OF BELIEF

4.1 PREAMBLE

The Church accepts, follows and adopts the following fundamental beliefs. The following are statements regarding the foundational beliefs of the United Church of God. As such, this Article is not, and is not intended to be, a comprehensive statement of the beliefs of the Church. Questions about doctrine and statements of belief are to be decided by the board of directors subject to approval at the next annual meeting of the general conference of elders.

FUNDAMENTALS OF BELIEF

4.1.1 We believe in one God, the Father, eternally existing in the heavens, who is a Spirit, a personal Being of supreme intelligence, knowledge, love, justice, power, and authority. He, through Jesus Christ, is the Creator of the heavens and the earth and all that is in them. He is the source of life and the one for whom human life exists. We believe in one Lord, Jesus Christ of Nazareth. We believe that he was the Messiah, the Christ, the divine Son of the living God, begotten of the Holy Spirit, born in the human flesh of the virgin Mary, and that He is true God and true man. We believe that it is by Him that God created all things and that without Him was not anything made that was made. We believe in one Spirit, the Holy Spirit, as the Spirit of God and of Christ Jesus. The Holy Spirit is the power of God and the Spirit of life eternal.

4.1.2 We believe that Scripture, both Old and New Testaments, are [sic] God's revelation and complete expressed will to humanity. Scripture is inspired in thought and word, infallible in the original writings, is the supreme and final authority in faith and in life, and is the source of all truth.

4.1.3 We believe that Satan is a personality. He is a spirit being and is the adversary of God and the children of God. Satan has, by the will of God, been given dominion over the world for a specific period of time. Satan is the deceiver who deceived the children of Adam into rejecting of God's law and therefore rebelling against God. Satan's power is to influence and lead, not to force men arbitrarily against their will. He has ruled by deception and with the aid of a host of demons who are rebellious angels, spirit beings, and who followed Satan in his rebellion.

4.1.4 We believe that humanity was created in the image of God. God formed humanity of flesh, which is material substance. Humankind lives by the breath of life, is wholly mortal, subject to corruption and decay, without eternal life except as the gift of God under God's terms and conditions as expressed in the Bible. We believe that God placed before the first man, Adam, the free choice of eternal life through obedience to God's commandments or death through sin. Adam yielded to the temptation of Satan and disobeyed God. As a result, sin entered the world and through sin, death. Death now reigns over all of humanity because all have sinned.

4.1.5 We believe sin is the transgression of the law. The law is spiritual, perfect, holy, just and good. The law defines God's love and is based on the two great principles of love toward God and love toward neighbor. The Ten Commandments comprise the ten points of God's law of love. We believe that breaking only one point of the law brings on a person the guilt of sin. We believe this fundamental spiritual Law reveals the only right way to true life and the only possible way of happiness, peace and joy. The law has existed from Adam and is immutable and binding throughout eternity. All unhappiness, misery, poverty, anguish and woe has come from transgressing God's law.

4.1.6 We believe God so loved this world of helpless sinners that He gave His only begotten son, who, though in all points tempted as we are, lived without sin in the human flesh. That son, Jesus Christ, died for all humanity as a representative and substitutionary sacrifice. His life, as the creator of all humanity, is of greater value than the sum-total of all human life. His death is, therefore, sufficient to pay the penalty for every human being's sins. Jesus died so that no human would have to die. In so doing he has made it possible, according to God's law, for each person, and humankind as a whole, to have their sins forgiven and to be released from the death penalty.

4.1.7 We believe that Jesus Christ was raised from the dead after His body reposed three days and three nights in the grave, thus making immortality possible for mortal man. He thereafter ascended into heaven where He now sits at the right hand of God the Father, as our High Priest and Advocate.

4.1.8 We believe that all who truly repent of their sins, in full surrender and willing obedience to God, and who accept Jesus Christ as their personal Savior in faith, believing, having their sins forgiven by an act of divine grace. Such individuals are justified, pardoned from the penalty of sins, and receive the gift of the Holy Spirit, which literally abides within them and supplies the divine love that alone can fulfill the law and produce righteousness, and thus are baptized by the Spirit into the body of Christ which is the true Church of God. We believe in a true change in life and attitude. Only those who have the indwelling presence of, and are being led by, the Holy Spirit, are Christ's.

4.1.9 We believe in the ordinances of water baptism by immersion, following genuine repentance, into the spiritual body of Jesus Christ (not a denomination) for the remission of sins and the New Testament Passover, observed at night on the anniversary of the death of our Savior, the 14th of Abib.

4.1.10 We believe that the seventh day of the week is the Sabbath of the Lord our God. On this day we must rest from our labors, following the commands and example of Jesus, the apostles and the New Testament Church.

4.1.11 We believe the seven Annual Holy Days, as given to ancient Israel by God through Moses, kept by Jesus Christ, the apostles and the New Testament Church are to be kept today.

4.1.12 We believe that certain foods which are designated "unclean" are not to be eaten.

4.1.13 We believe that Christians are forbidden by the commandments of God from taking human life, directly or indirectly, and that bearing arms is contrary to this fundamental belief. Therefore, we believe that Christians should not voluntarily become engaged in military service. Or, if involuntarily engaged, to refuse conscientiously to bear arms or, to the extent possible, to refuse to come under military authority.

4.1.14 We believe in God's enduring righteousness. That righteousness is demonstrated by God's faithfulness in fulfilling the promises he made to the father of the faithful, Abraham. As promised, God multiplied Abraham's lineal descendants so that today he is literally the "father" of many nations and God has through Abraham's seed blessed all the families of the earth with the opportunity of salvation through Jesus Christ. We believe that God, as promised, materially prospered Abraham's lineal descendants Isaac and Jacob, whose name He later changed to Israel, and worked through them to bring His salvation to all nations of the earth. Jacob's children, as a whole, rejected their calling. As a result, God is, through Abraham's seed Jesus Christ, is [sic] making salvation available to all humanity regardless of their physical lineage. Salvation is not, therefore, a right of birth. It is freely open to all whom God calls and those that are regarded as descendants of Abraham are those of the faith, heirs according to the promises. We believe that the knowledge that God did fulfill the physical promises through Jesus Christ is critical to understanding the message of the prophets and its applicability to the world in which we live.

4.1.15 We believe God's purpose is the creation of spiritual character, and therefore the very object of redemption is to rescue mankind from sin, the transgression of God's spiritual law, and its resulting degradation, misery and unhappiness. We believe that the object of the present dispensation is to prepare those whom God calls, and who elect, through a life of overcoming sin, growing in grace and knowledge, to possess the kingdom and to become kings and priests reigning with Christ on this earth after His return. We believe, therefore, that Christians should live clean, pure, holy lives by faith according to the standard set forth in the Bible. Surrendered prayer, Bible study and complete trust in God for all things forms the basis for Christian living. We believe that god hears and literally answers the believing prayers of His children, those who keep His law. We ;believe that no matter how great a test we face, God never tests us beyond what we are able to endure and that he is faithful to provide for our needs in the midst of such trials so that we are able to endure and grow.

4.1.16 We believe the Church is that body of believers who have been, and are being, led by the Holy Spirit. The true Church of God is not a denomination. The inspired name for this spiritual organism is "The Church of God." The Bible name for each local assembly is "The Church of God," and considered collectively, "The Churches of God." We believe that the mission of the Church his to preach the Gospel (Good News) to all nations as a witness, to reconcile to God such people as are now called. We believe that it is the mission of the Church of God to strengthen, edify and nurture the brethren in the love and admonition of the Lord.

4.1.17 We believe the only hope of eternal life for mortal humans lies in the resurrection through the indwelling (now) of the Holy Spirit. We believe that there shall be a bodily resurrection of the just and unjust. The just are resurrected to eternal life as spirit beings upon earth. The unjust, those who will not repent when given the opportunity, to eternal death.

4.1.18 We believe in the personal, visible, pre-millennial return of the Lord Jesus Christ to rule the nations of earth as King of Kings, and to continue His priestly office as Lord of Lords. At that time, He will sit upon the throne of David. During His thousand year reign upon the earth he will restore all things and establish the Kingdom of God forever.

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 of the Church in good standing. As such, he is to ballot at the general conference of elders.

5.1.2 General Conference of Elders

The term "general conference of elders" as used in these Bylaws means the general assembly of ordained ministers of this Church and hereinafter is called the "general conference." The general conference shall include all ordained ministers of the Church.

5.1.3 Board of Directors

The term "board of directors" as used in these Bylaws means the executive management body of the corporation established by the general conference of the Church to accomplish, in part, the mission of the Church and hereinafter is called the "board."

5.1.4 Balloting

The term "balloting" as used in these Bylaws is the process by which a spiritual consensus of those authorized under these Bylaws to direct the affairs of the Church is achieved.

5.1.5 Ballot

The term "ballot" as used in these Bylaws means the verbal or written assent or dissent of those authorized under these Bylaws to decide on matters proposed for their consideration in the management and direction of the Church.

6.0 ARTICLE 6--MEETINGS OF THE GENERAL CONFERENCE

6.1 ANNUAL MEETING

A general conference meeting shall be held at least annually at such time and place as the board 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 office. Directors shall be appointed at this meeting. Any other proper business may be transacted at this meeting.

6.2 SPECIAL MEETINGS

6.2.1 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 board or by a simple majority of the general conference as constituted for the time such meeting is called.

6.2.2 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 board and the secretary. The board shall determine 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 6.7. The board shall expeditiously set a reasonable time and place for the meeting, and shall direct the secretary to give notice of the meeting to the members in the manner that the board shall determine. If notice is not given within twenty (20) days after receipt of the request, the person(s) requesting the meeting may give the notice. The meeting date shall be no sooner than twenty (20) and no more than sixty (60) days from the date the secretary is notified of the call.

6.2.3 General Notice Requirements

Whenever elders are required or permitted to take any action at a special meeting, notice of such shall be given to each elder entitled to ballot at the meeting.

6.2.4 Attendance Requirement

The provisions of Article 3, section 3.8 shall apply to special meetings.

6.3 TELECONFERENCE MEETING

General and special meetings of the general conference may be conducted 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 both hear and respond.

6.4 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

Any meeting of elders, whether or not a quorum is present, may be adjourned from time to time by the ballot of the majority of the elders represented at the meeting, either in person or by proxy. 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 of the meeting, given at or prior to the time of adjournment and dismissal, shall constitute notice under this proviso.

6.5 BALLOTING

6.5.1 Eligibility to Ballot

Each elder entitled to ballot shall cast one ballot on each matter submitted to a ballot. An elder may not cumulate ballots to appoint directors.

6.5.2 Manner of Casting Ballot

Ballots may be cast in writing or by voice. Secret ballots must be used when transacting business of a personal nature. This includes but is NOT limited to appointment of directors, approval of officers or operation mangers, 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 by voice or in writing.

6.5.3 Approval by Two-Thirds Majority

Those matters specifically designated in these bylaws as requiring only an affirmative ballot by simple majority, shall upon such ballot be the act of the general conference. On all other matters, an affirmative ballot of two thirds (2/3) of the elders represented at the meting, shall be the act of the general conference.

6.6 WAIVER OF NOTICE OR CONSENT

6.6.1 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, not present in person or by proxy, signs a written waiver of notice, consent to the holding of the meeting, or 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 approval shall be filed with the corporate records or made a part of the minutes of the meeting.

6.6.2 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.

6.7 ACTION WITHOUT A MEETING

6.7.1 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 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 tow-thirds ballot of the elders present at a duly called and noticed meeting.

6.7.2 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 elders is solicited, (2) the required number of signed approvals setting forth the action so taken is received, and (3) all solicitations of written ballots indicate the time by which the ballot must be returned to be counted.

6.7.3 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 two-thirds (2/3) majority required to authorize the action.

6.7.4 Revocation

A written ballot may not be revoked.

6.8 BALLOT BY PROXY

To insure the broadest range of input on matters before the general conference, the board shall establish a procedure for balloting by proxy. Said procedure must be approved by a simple majority of the general conference. The proxy procedure may be amended thereafter by a simple majority of the general conference.

6.9 NOTICE

Written notice of all meetings, except as provided for 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.

6.9.1 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, the chairman or any five (5) members of the board shall serve such notices.

6.9.2 Requirement of an Agenda

Notices shall include the agenda for the meeting.

6.9.3 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.

6.9.4 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.

6.9.5 Failure to Receive Notice

In the event an elder fails to receive notice by oversight or otherwise, or denies receipt of notice, 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.

7.0 ARTICLE 7--BOARD OF DIRECTORS

7.1 APPOINTMENT AND TERM OF OFFICE OF DIRECTORS

In order to provide direction and oversight for the corporation, a board of directors, hereinafter called the board, shall be created. Directors on the board shall be appointed by the general conference.

7.2 POWERS OF DIRECTORS

7.2.1 General Corporate Powers

Subject to the provisions and limitations of the Articles of Incorporation and Bylaws relating to action requiring approval by the general conference, business and affairs of the corporation shall be conducted under the direction of the board.

7.2.2 Specific Powers

The board shall have all powers allowed by law for directors except as limited by the Articles of Incorporation and Bylaws including, without limitation the following:

(1) To select and remove all officers, agents and employees; to prescribe powers and 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 such rules and regulations for this purpose, as they deem best.

(3) To adopt and use a corporate seal, and alter the form of 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 matters concerning the establishment of doctrines.

(6) To provide for an annual strategic plan, operational plan and corresponding budget to be reviewed by the general conference.

(7) To inform the general conference by way of an annual report the terms of official relationships, if any, established with other organizations.

(8) To adopt an approval procedure for the ordination of ministers.

(9) To adopt an approval procedure for the removal of ministers.

(10) To suggest amendments of the Bylaws or Articles of Incorporation to the general conference for approval.

(11) To recommend and publish the proposed agenda for the annual meeting or any special meeting of the general conference.

(12) to exercise all other powers conferred by law.

(13) To develop and adopt rules of association for local congregations, regardless of geographical location.

7.2.2.1 Changes to Annual Budget

The board shall approve any change in budgeted expenditures requiring an increase over what was approved for any year or, any change which results in a reallocation of resources between those priorities established by the strategic and operating plans of the Church. The executive committee of the board shall approve, in advance of execution, any contract for goods or services in excess of fifty thousand ($50,000) dollars.

7.3 NUMBER AND QUALIFICATION OF DIRECTORS

7.3.1 Number of Directors

The board of directors shall consist of at least five (5) but no more than thirteen (13) directors until changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. The board may provide, by resolution, for representation, on the board, of those elders residing outside the United States.

7.3.2 Qualification of Directors

Decisions of the board are ecclesiastical in nature. Therefore, the primary qualification for directors is that they be ordained elders of the United Church of God, in good standing. To help ensure a high standard and quality of leadership, now and in the future, the board shall form a nominating committee. The Committee shall be a standing committee of the board, to develop further qualification standards for eligibility to serve as a director and shall prescribe a process by which individuals are nominated for appointment by members of the general conference. Said standards and such process shall be approved by a simple majority of the general conference.

7.4 SELECTION AND TERM OF OFFICE OF DIRECTORS

Each director shall hold office for three (3) years and until a successor has been designated and qualified. For the first year, board members shall be elected for a one, two, or three year term (approximately 1/3 of the directors for each term). Thereafter, directors whose term has expired shall be replaced at each annual meeting of the general conference.

7.4.1 OFFICE OF CHAIRMAN OF THE BOARD

The chairman of the board is to be selected by a two-thirds (2/3) ballot of the board. Any director is eligible to serve as chairman unless that director is also the president. The chairman of the board shall:

(1) Preside at all meetings of the general conference and board.

(2) Perform such other duties as are necessarily incident to the office of chairman or as may be delegated by the general conference or the board.

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

(4) Represent the corporation in legal and business matters.

(5) Perform all other duties generally pertaining to the office and have the authority to perform duties as directed by the general conference or the board.

The office of chairman of the board is not vested with unilateral authority to decide doctrinal matters.

7.5 VACANCIES ON BOARD

7.5.1 Events Causing Vacancy

A vacancy or vacancies on the board shall exist on the occurrence of the following; (a) the death or resignation of any director; (b) the declaration by board resolution of a vacancy of the office of a director who has been declared of unsound mind by an order of court, or convicted of a felony; (c) removal of a director for fraudulent acts under applicable law; (d) the balloting of the general conference to remove a director; (e) the increase of the authorized number of directors; (f) the failure of the general conference, at any meeting of the general conference at which any director or directors are to be elected, to elect the number of directors to be elected at that meeting; or (g) removal on scriptural grounds or for unexcused absenteeism, by a two-thirds vote of the board.

7.5.2 Resignations

Except as provided below, any director may resign by giving written notice to the chairman of the board or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. A resignation need not be formally accepted to be effective. No director may resign if the corporation would then be left without the minimum number of director [sic] required by law or these Bylaws.

7.5.3 Filling Vacancies

Except for a vacancy created by removal of a director by the general conference, vacancies on the board may be filled by a majority of the directors then in office, whether by a quorum, or by the sole remaining director. Vacancies filled by board action must be presented to the general conference for ratification at its annual meeting. Any director elected by the board may be removed by the general conference notwithstanding the fact that said director has not served a three-year term.

7.5.4 No Vacancy on Reduction of Number of Directors

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

7.6 DIRECTOR'S MEETINGS

7.6.1 Place of Meetings

Regular or special meetings of the board may be held at any place that a majority of the board 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 board may be held at any place consented to in writing by all board members, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting.

7.6.2 Meetings by Telephone

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

7.6.3 Regular Meetings

Regular meetings of the board may be held subject to appropriate call and notice at such time and place as the chairman shall fix from time to time. 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 two-thirds (2/3) majority of the directors may do so, upon written notice of at least twenty (20) days, transmitted to all directors by first-class mail.

7.6.4 Authority to Call

Special meetings of the board for any purpose may be called at any time by the chairman of the board or a majority of the directors.

7.6.4.1 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 director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; (4) by telegram, charges prepaid; or by fax. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the corporation.

b. Time Requirements

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

c. Notice Contents

The notice of a special meeting of the board of directors 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.

7.6.5 Quorum

Two thirds (2/3) of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by two thirds (2/3) of the directors present at a duly held meeting at which a quorum is present shall be the act of the board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

7.6.6 Waiver of Notice

Notice of a meeting need not be given to any director 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 meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, about the lack of notice to such director.

7.6.7 Executive Session

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

7.6.8 Adjournment

A majority of the directors 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 directors present at the time of adjournment 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 7.6.4.1.

7.6.9 Action Without a Meeting

Any action that the board is required or permitted to take may be taken without a meeting, if all members of the board, 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 board of directors. Such consents shall be filed with the minutes of the proceedings of the board.

7.7 COMPENSATION AND REIMBURSEMENT

Directors shall receive no compensation for their services as directors, but may receive reimbursement for expenses in attending meetings.

7.8 COMMITTEES

7.8.1 Committees of the Board

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

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

(b) Amend or repeal any board resolution that by its express terms may not be amended or repealed.

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

(d) Take any final action, regardless of board resolution, that requires action by the general conference or the board.

7.8.2 Meetings and Action of Committees

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

7.8.3 Board and Advisory Committees

Any committee of the board is authorized to utilize advisors that are neither directors or elders provided they are not named as a member of that particular committee. Any committee established by the board with nondirector members is an advisory committee of the board. The board may, by resolution, delegate to an advisory committee to the extent that those powers could be delegated to anyone under Corporations Code Section 9210.

7.9 Church Membership and Membership Discipline

While the local pastors of the Church may determine that a person has qualified as a member and, while the local pastors are empowered to suspend, disfellowship on scriptural grounds, or otherwise discipline members, the board shall be the ultimate arbiter and whether [sic] discipline is appropriate. The board may not intervene in any disciplinary action unless and until a member has had their case reviewed locally and regionally according to a policy and procedure to be approved by the board.

8.0 ARTICLE 8--OFFICES

8.1 PRINCIPAL OFFICE

The principal office for the transaction of the business affairs and activities of the corporation is located at 444 East Huntington Drive, Arcadia, in Los Angeles County, California. The location of the principal office may change from one location to another.

8.2 BRANCH OFFICES

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

9 ARTICLE 9OFFICERS

9.1 OFFICERS

The officers of the corporation shall be president, secretary, and treasurer. They shall be nominated by the chairman and approved by a two-thirds (2/3) ballot of the board. The officers shall continue to serve unless removed by a two-thirds (2/3) ballot of the board. No officer may serve concurrently in more than one (1) office. With the exception of the office of president, no officer may be a board member. The board shall review annually the job performance of each officer.

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 in good standing in the United Church of God, an International Association. The office of president is not vested with unilateral authority in doctrinal matters. The president shall:

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

(2) Represent the corporation in those legal and business matters that the Chairman of the board does not.

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

9.2 OTHER OFFICES

The president is responsible to nominate and recommend for board approval such offices and individuals to fill those offices as the business of the corporation may require. Upon a two-thirds (2/3) ballot approving such offices and persons to fill those offices, said individuals shall serve in their respective capacity until replaced and 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 board upon a two-thirds vote of the board.

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 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.

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 board may direct, a book of minutes of all meetings, proceedings and actions of the board, of committees of the board and of members' 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 notice given, and the names of those present at board and committee meetings and general conference meetings. The secretary shall keep or have kept at the principal office in California, 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 board, and of committees of the board 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 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 director at all reasonable times.

9.7.2 Deposit and Disbursement of Money and Valuables

The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the corporation's funds as the board may order, shall render to the president and directors, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the Bylaws may prescribe.

9.7.3 Annual Budget

The treasurer shall prepare an annual budget to be approved by the board and report on the financial condition of the corporation to the general conference at the 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 chairman or general conference and which are not prohibited by these Bylaws. He shall perform other duties delegated by the chairman and hold such other powers as may be prescribed by the board or general conference.

9.8 SUCCESSION TO THE PRESIDENT

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, a new president will be nominated by the board and shall be approved by a two-thirds (2/3) ballot of the board. Such appointment will be made as soon as possible under the provision concerning meetings of the board, but in no case shall it be more than ninety (90) days from the date of vacancy. During any such period of vacancy and until a new president is appointed, the treasurer shall assume responsibility for business operations of the corporation and shall be vested with the powers described in this Article.

9.9 COMPENSATION GENERALLY

The board shall adopt a compensation policy for all employees, independent contractors or consultants which shall be administered by the appropriate officers of the corporation. In addition, the board shall approve the salary structure adopted by management.

9.10 INDEMNIFICATION

9.10.1 Right of Indemnity

To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees and other persons which [sic] 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 used in that Section 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 described by that Section. "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.

9.10.2 Approval of Indemnity

If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of the general conference. At that meeting, the directors shall determine under applicable law who can be indemnified. If so, the elders present at the meeting in person or by proxy shall authorize indemnification.

9.10.3 Advancement of Expenses

To the fullest extent permitted by law, and except as otherwise determined by the board 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.

9.11 INSURANCE

The corporation shall have the power to purchase and maintain insurance on behalf of its officers, directors, employees and other agents against any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officer's, director'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 its general conference, board and committees of the board having and exercising any of the authority of the general conference or the board. 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 by any member of the Church at the principal office upon with [sic] reasonable advance notice.

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 AUDIT

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

10.4 PUBLICATION OF THE ANNUAL REPORTS

The corporation's annual report shall be published and made available to every elder, employee of the corporation and lay member of the Church.

10.5 DISCLOSURE OF FIVE (5) HIGHEST SALARIES

The corporation's annual report shall include disclosure of the five (5) highest-paid persons and the amount of the annual salary for each.

10.6 ANNUAL BUDGET

The board of directors shall annually evaluate and determine 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 shall then be submitted to the general conference for its review.

11.0 ARTICLE 11--PARLIAMENTARY RULES

11.1 GOVERNANCE

The general conference shall adopt statutes which shall govern the conduct of all meetings, provided they do not conflict with the law, these Bylaws or the Articles of Incorporation.

12.0 ARTICLE 12--GENERAL PROVISIONS

12.1 FISCAL YEAR

The fiscal year of the corporation shall begin January 1 and end December 31.

12.2 CONTRACTS

The board of directors 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.

12.3 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 of officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the board. In the absence of such determination by the board, such instruments shall be signed by the President.

12.4 EMERGENCY POWERS

In emergencies involving situations beyond the normal condition of the corporation, the president shall, with the written consent of the other statutory officers and at two-thirds (2/3) of the members of the board, within the limits of available funds or unappropriated surplus, have the power to act with dispatch in matters involving the corporation. Any such actions, together with reasons thereof, shall be reported promptly to the board of directors.

12.5 JUDICIAL AUTHORITY

The board has final judicial authority with respect to the interpretation and enforcement of the Bylaws and with respect to any controversy that may raise thereunder.

12.6 PRAYER

Every meeting of the general conference or board shall be opened with prayer.

13.0 ARTICLE 13--AMENDMENTS

13.1 AMENDMENT OF BYLAWS

The general conference shall have the sole authority to approve all amendments to these Bylaws. Proposed amendments shall be provided to each elder no less than seven (7) days prior to a ballot, and such amendments shall require approval by a two- thirds (2/3) majority of the general conference.