BY-LAWS

Of

GOD’S CHURCH 

A California Non-profit Religious Corporation

PREAMBLE

We whose name appear upon the membership of this church, in order to establish and maintain a place among the people of God for the worship of Him, our Heavenly Father, do hereby recognize ourselves as a sovereign local church.  We desire to provide for Christian fellowship of those of like precious faith, where the Holy spirit may be honored according to our distinctive testimony; to assume our share of responsibility and the privilege of propagating the gospel of Jesus Christ by all available means, both at home and in foreign lands; and for this purpose we do adopt the following articles of church order and submit ourselves to be governed by them.

ARTICLE 1

NAME AND LOCATION OF OFFICES

The name of this corporation is God’s Church.  It is a California nonprofit religious corporation with its principal offices in Los Angeles, California.

ARTICLE 2

PREROGATIVES 

Section 1. Government

This church shall have the right to govern itself according to the standards of the New Testament scriptures, “endeavoring to keep the unity of the Spirit in the bond of peace of the stature of the fullness of Christ.”  (Ephesians 4:3-13)

Section 2:  Church Policy

This church shall implement its Christianity commissioned by the further prerogatives:

(a)     To administer the regular ordinances defined in Article 5 of these By-laws;

(b)     To establish and maintain such departments, institutions and service within the Church for the propagation of the gospel and its work embraced by the purposes of the Corporation.

(c)     To examine candidates for the ministry and to license and ordain those who shall have been approved by the Pastors and Elders of this church, according to standards set forth by the New Testament;

(d)     To examine candidates and appoint missionaries and to endorse and support missionary programs according to standards set forth by the New Testament;

(e)     To establish other churches, church schools, and missions both at home and abroad according to standards set forth by the New Testament;

(f)      To designate its own officers, to appoint committees, to arrange for its own meetings, and to govern itself in accordance with these By-laws; and

(g)     To establish and define policy by which it shall be governed.

Section 3.  Ownership and Disposition of Assets.

In connection therewith, or incidental thereto, this church shall have the right to purchase or acquire by gift, bequest or otherwise, either directly or as trustee, and to own, hold in trust, use, sell, convey, mortgage, lease or otherwise dispose of any real or personal property as may be necessary for the furtherance of its purposes, all in accordance with these By-laws.

ARTICLE 3

ASSOCIATION

While maintaining its inherent rights to sovereignty in the conduct of its own affairs, this church shall voluntarily enter into spiritual fellowship with all churches of like precious faith.

ARTICLE 4

TENETS OF FAITH

This church accepts the Holy Scriptures as the revealed will of God, the all-sufficient rule for faith and practice, and for the purpose of maintaining general unity, adopts the following statement of fundamental truths:

We believe the Holy Bible to be the inspired and only infallible and authoritative Word of God.  We believe that there is one God, eternally existent in three persons:  God the Father, God the Son, and God the Holy Spirit.   We believe in the deity of our Lord Jesus Christ, in His virgin birth, in His bodily resurrection, in His ascension to the right hand of the Father, and in the blessed hope of His personal visible future return to this earth to receive to Himself His blood-bought church, that it may be with Him forever.   We believe that the only means of being cleansed from sin is through repentance and faith in the precious blood of Christ.  We believe that regeneration obey the Holy Spirit is absolutely essential for personal salvation.  We believe that the redemptive work of Christ on the cross provides healing of the human body in answer to believing prayer.  We believe that the baptism with the Holy Spirit, according to Acts 2:4, with the evidence of speaking with other tongues, is given to believers who ask for it.  We believe in the sanctifying power of the Holy Spirit by whose indwelling the Christian is enabled to live a holy life.  We believe in the resurrection of both the saved and the lost, the one to everlasting life and the other death within the Lake of Fire.

ARTICLE 5

ORDINANCES

Section 1.  Baptism.

The ordinance of baptism by immersion in water (Acts 8:14-16; 19:1-5) shall be administered to all those who have repented of their sins and who have believe on the Lord Jesus Christ to the saving of their souls, and who give clear evidence of their salvation.  (Romans 6:3-5, Colossians 2:12)  

Section 2:  The Lord’s Supper.

The ordinance of the Lord’s Supper shall be observed regularly as enjoined by the Scriptures.  (Luke 22:19-20, 1 Corinthians 11:23-26)

ARTICLE 6

MEMBERSHIP

Section 1.  Membership.

Membership in this church shall be extended to all applicants who give evidence of their faith in the Lord Jesus Christ, who subscribe to its tenets of faith, and who consent to be governed by its By-laws as herein set forth.

Membership in this corporation shall not vest in any member any proprietary rights in the Corporation, but shall only entitle the member to vote at meetings of the members.   Membership shall not be assignable during a member’s lifetime, nor shall membership vest to any personal representative, heir, or devisee.

Section 2.  The Standard of Membership.

Individuals must meet the following requirements in order to be admitted to membership in this church:

(a)                 a person must evidence a genuine experience in regeneration (the new birth) (John 1:12 – 13, 1 Peter 1:18:25);

(b)                 a person must evidence a consistent Christian life.  (Romans 6:4, 13:13-14; Ephesians 4:17-32; 5:1-2, & 15; 1 John 1:6-7);

(c)                 a person must fully subscribe to the tenets of faith as set forth in Article 4 of these By-laws;

(d)                 a person must be willing to contribute regularly to the support of the church according to his or her ability; and

(e)                 a person must complete the New Members class.

Section 3.  Active (Voting) Membership.

All active members of the church who are 18 years of age or over, who are not under charges of violation of discipline, and who have been on the active membership roll for a period of one year or more shall constitute the legal voting membership of this church.  The Pastor and his wife shall be considered active voting members of the church.

For purposes of Article 9, Section 5, and active member is defined as a member who attends regularly (no fewer than 40 services per year) and who is a regular giver of tithes and offerings.

Section 4.  Reception of Active Members.

Persons who desire to become members of the church shall make application to the church and complete the New Members class.  All applicants who have met the membership requirements shall be received into the church publicly at any of the services of the church and their names shall be inscribed on the membership roll.

Section 5.  Associated (Non-Voting) Members.

The spiritual fellowship of this church may be extended to person in the following categories:  

(a)                 Persons who are under training in the doctrine and practices of the church, but who have not yet qualified as active members.

(b)                 Active members, who move from the area, yet wish to maintain their relationship with the church must attend the New Members class upon their return to the area.  The Right Hand of Fellowship is not required.

(c)                 Ordained ministers who wish to fellowship with this church who are recommended by the Pastor and approved by the Board of Directors, and all Christian workers, ministers, and missionaries ordained by official action of this church as prescribed in these By-laws.

Associate members shall be extended the full spiritual fellowship of the church, but shall have no voice in the government of the church.

Section 6.  Discipline.

Enrolled members of the church may become proper subjects for discipline in the following ways:

(a)                 promotion of discord, or lack of harmony with the teaching and ministries of the church, and/or

(b)                 falling into sinful and worldly practices.

In such cases, the Pastor, the Elders, or their designees shall meet with the member to ascertain the facts of the case and shall endeavor to restore the member to spiritual fellowship.  Where restoration to fellowship or other definite solution is not achieved, the Pastor and the Elders shall bring charges against the member in writing to the Board of Directors.  A person under charges shall be ineligible for voting privileges or service in any auxiliary of the church until his or her case is heard and acted upon by the Board of Directors.  Notice of the hearing and a statement of charges shall be served upon the member, who may be present at a hearing of the Board of Directors, who may offer evidence upon his or her behalf, who may confront and cross-examine any witnesses, and who may be represented by counsel at his or her own expense.

Section 7.  Resignation or Removal of Member.

Membership of any member shall cease upon his or her death or resignation, or upon the determination by the Board of Directors after charges are brought in writing pursuant to Section 6 of this Article that said member is spiritually disqualified.  In the event a majority of the Board of Directors determines that dismissal is required, the charged member shall be notified in writing by the Board of Directors in a notice signed by the Secretary.  The action of the Board is final, and there shall be no appeal to any court from this action.

Section 8.  Place of Meeting.

Notwithstanding anything to the contrary in these By-laws, any meeting of this corporation may be held at any place, whether regular, special, or adjourned, within or without the State of California, which has been designated therefore by the Board of Directors.

Section 9.  Annual Progress Report.

The annual progress report of the church, which may also be referred to as the annual meeting of the members, shall be held at the principal office of the Corporation (as the same shall be from time to time designated in the minutes of the Board of Directors) within the first three months of each year.  At said regular annual meeting, the members shall consider reports of the affairs of the Corporation and transact such other business as may properly be brought before the meeting, including but not limited to the election of the Board of Directors of the Corporation to server until their successors are elected and qualified.  Notice of the annual progress report shall be given verbally to the church members at the morning worship services at least two weekends immediately preceding the scheduled date of the meeting, which meeting may take place any day in the week thereafter.

Section 10.  Special Meetings.

Special meetings of the members may be called at any time by the President, any Vice President, the Secretary, or by two or more members of the Board of Directors.

Section 11:  Notice of Special Meetings.

Notice of special meetings of members shall be made verbally to the church members at the morning worship service at least one weekend immediately preceding the scheduled date of the meeting, which meeting may take place any day in the week thereafter.

Notice of any meeting of members shall specify the place, the day and the hour of meeting, and in case of a special meeting, as provided by the Corporations Code of California, the general nature of the business to be transacted.

Section 12.  Quorum.

At all meetings of the members, whether regular, special or adjourned, the presence in person or by proxy of those members who attend shall constitute a quorum for the transaction of business.

Section 13.  Special/Adjourned Meetings.

Any business that might be done at a regular meeting of the members may be done at a special or at an adjourned meeting.  No notice need be given of any adjourned meeting.

Section 14.  Waiver and Consent.

The transaction of any meeting of members, however called or noticed, shall be as valid as any meeting duly held after regular call and notice, and if either before or after the meeting each of the members not present in person signs a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.

Any action, which may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all the members who would be entitled to vote at a meeting for such purpose, and filed with Secretary of the Corporation.

Section 15.  Voting Rights.

Every member entitled to vote shall be entitled to cast one vote for each matter submitted to a vote of the members.  A member may not cumulate votes for the election of the Board of Directors.  The affirmative vote of a majority of the voting power represented the meeting, entitled to vote and voting on any matter, shall be the act of the members.

Section 16.  Absentee Ballots.

Absentee ballots, for the election of the Board of Directors, shall be accepted from members who cannot be present, provided the church office in advance of the election receives them.

ARTICLE 7

DIRECTORS

Section 1. Powers.

Subject to limitations of the Articles and these By-laws and of pertinent restrictions of the Corporations Code of the State of California, all of the activities and affairs of the Corporation, both spiritual and temporal, shall be exercised by or under the direction of the Board.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these By-laws:

(a)                 To select and remove all the officers, agents, and employees of the Corporation, prescribe such duties for them as may not be inconsistent with the law, with the Articles of Incorporation, or with these By-laws, fix the terms of their offices and their compensation.

(b)                 To make such disbursements from the funds and properties of the Corporation as are required to fulfill the purposes of this corporation as are more fully set out in the Articles of Incorporation thereof, and generally to conduct, manage and control the activities and affairs of the Corporation and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or with these By-laws, as they may deem best.

(c)                 To adopt, make and use a corporate seal and to alter the form of such seal from time to time, as they may deem best.

(d)                 To borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trusts, mortgages, pledges, hypothecations, and or other evidences of debt and securities therefore.

(e)                 To annually review the Pastor’s salary and to confer with the Pastor regarding his annual vacation schedule.

(f)                  To sell, convey, mortgage, lease or otherwise dispose of any real or personal property as may be necessary for the furtherance of its purposes, all in accordance with these By-laws, subject to the provisions of Section 3 of Article 13.

(g)                 To provide an annual audit of the church’s accounts in advance of the annual progress report.  

Section 2.  Number of Directors.

The Board of Directors of the Corporation shall consist of the Directors who shall sit as the Board of Directors.

Section 3. Responsibilities of Elders.

The overall spiritual oversight of the church shall be implemented by the Elders under the direction of the Pastor.  They shall be available to assist the Pastor and serve the congregation in any of the multiple tasks which comprise spiritual oversight and ministry of the church, said tasks to be assigned by the Pastor and to represent an extension by ordination and delegation of the Pastor’s own spiritual responsibilities.

Section 4. Selection and Tenure of Office.

(a)                 Pastor:  The Pastor shall serve for an indefinite period of time, until he resigns or is removed pursuant to Section 5 of Article 9 of these By-laws.

(b)                 Elders:  The Elders shall be chosen by the Pastor and shall serve at the pleasure of the Pastor.

(c)                 Deacons:  Election of Deacons shall take place at an annual meeting of the members.  One-half of the Deacons shall serve for a term of three years and one-half of the Deacons shall serve for a term of six years.  Each Deacon shall serve until a successor has been elected and qualified.  If any such annual meeting is not held, or the Deacons are not elected thereat, the Deacons may be elected at any special meeting of members held for that purpose.  Deacons may serve consecutive terms, if nominated and elected.

Section 5. Nominations and Qualifications.

(a)                 Nomination Committee:  The Nominating Committee shall consist of the Pastor, one Deacon chosen by the Deacons, and one Elder chosen by the Elders.  The committee shall receive names of prospective Deacons from the active membership of the church, and shall ascertain their qualifications for office and willingness to serve.   The nominating committee shall be authorized to add additional qualified names as deemed advisable to provide a sufficient number of nominees.  Thereafter, the Nominating Committee shall, by majority vote, indicate its choice of at least two qualified candidates for each elective office and shall display the list of candidates publicly in the church at least two weeks prior to the annual business meeting.  The Nominating Committee shall cause to be prepared ballots for each elective office in advance of the meeting.

(b)                 Elders:  As in the Book of Acts, Chapter 13, verse 2, after much prayer and seeking of guidance from God, the Elders shall be selected by the Pastor, and shall serve, from time to time, at the pleasure of the Pastor.

(c)                 Qualifications:  Each member of the Board shall; 

(1)     be a born again Christian,

(2)     have been a member of God’s Church for at least one year; 

(3)     have received the baptism with the Holy Spirit according to Acts 2:4; 

(4)     posses the qualifications stated in Acts 6:3 and I Timothy 3:8-13; and

(5)     be consistent tithers to the church as required by Malachi 3:10.

In addition, each candidate for the office of Elder or Deacon must meet any other specific scriptural requirements for Elders or Deacons.

Section 6. Vacancies.

(a)     Pastor:  When a vacancy in the pastorate shall occur, the Board shall arrange a supply ministry until a new Pastor can be chosen.  The Elders shall be responsible for evaluating the qualifications of candidates for the position of Pastor.  After one or more candidates are determined to be qualified, the Board shall determine whether any other proposed candidates should be nominated for the office.  When a majority o the Board agrees on a qualified candidate, he shall be recommended to the church for approval.  The members, at a regular or special meeting called for this purpose, shall elect the Pastor by secret ballot.  A two-thirds majority of all votes cast shall be necessary to constitute and election.

(b)     Deacons:   Subject to the provision of Section 9226 of the California Nonprofit Religious Corporation Law, any deacon may resign effective upon giving written notice to the Chairman of the Board of the Secretary, unless the notice specifies a later time for the effectiveness of such resignation.

If the resignation is to take effect at some future time, a successor may be selected before such time, to take office when the resignation becomes effective.

Vacancies of Deacons in the Board shall be filled by the Pastor with the approval of a majority of the remaining Deacons, although less than a quorum, or by a sole remaining Deacon.  Each Deacon so elected shall hold office until the expiration of the term of the replaced Deacon and until a successor has been names and qualified.

In the event the remaining Deacons are unable to agree upon the selection of a deacon to fill a vacancy, the Chairman of the Board shall have the authority to cast the deciding ballot.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any Deacon, or if the authorized number of Deacons be increased.

The Board may declare vacant the office of a Deacon who has been declared of unsound mind by a final order or judgment of any court to have breached any duty arising under the California Nonprofit Religious Corporations Law.

No reduction of the authorized number of Deacons shall have the effect of removing any Deacon prior to the expiration of the Deacon’s term of office.

Section 7.  Removal of Directors.

Any director may be removed from office if he or she becomes physically incapacitated, spiritually unqualified, or his or her inability to serve is established in the minds of the Pastor and a majority of the other directors.  Grounds for such a finding include but are not limited to:  

(a)                 unscriptural conduct:

(b)                 doctrinal departure from the tenets of faith;

(c)                 incompetence in office; or

(d)                 any other good and sufficient grounds.

Notice of the hearing of the Board of Directors and a statement of the charges shall be served upon the Board member, who may be present at the hearing, who may offer evidence upon his behalf, who may confront and cross-examine any witnesses, and who may be represented by counsel at his own expense.  In the event that the majority of the Board of Directors determines that removal is required, the charged member shall be notified in writing by the Board of Directors in a notice signed by the Secretary.  The decision of the Board shall be final, and there shall be no appeal to any court from this decision.

Section 8.  Place of Meeting.

Notwithstanding anything to the contrary provided in these By-laws, any meeting (whether regular, special or adjourned) the Board of Directors may be held at anyplace within or without the State of California, which has been heretofore designated for that purpose by resolution of the Board of Directors or by the written consent of all the members of the Board.

Section 9.  Regular Meetings.

Regular meetings of the Board shall be held without call or notice on the third Thursday of each month at 5:00 p.m., or as otherwise determined by the Board.

Section 10.  Special Meetings.

Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, by the President, by any Vice President, by the Secretary, or by two or more of the directors.

Section 11.  Notice of Special Meetings.

Special meeting of the Board may be held upon four days notice by first class mail, or upon 48-hour notice when given personally or by telephone, telegraph, or other similar means of communication.  Any such notice shall be addressed or delivered to each director at such director’s address as is shown upon the records of the Corporation or as may have been given to the Corporation by the director for such purpose of notice, or, if such address is not shown on such records or is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held.

Section 12. Quorum.

A majority of the authorized number of voting directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the voting directors in office shall constitute a quorum, provided such majority shall constitute either one-third of the authorized number of directors or at least two directors, whichever is larger, or unless the authorized number of the Board of Directors is only one.  Except as the Articles of Incorporation, these By-laws, and the California Nonprofit Religious Corporation Law may provide, the act or decision done or made by a majority of the Board of Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.

Section 13.  Participation in meetings by Conference Telephone.

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 14.  Waiver of Notice.

Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 15. Adjournment.

A majority of the Board of Directors present may adjourn any board of Directors’ meeting to another time and place.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except that if the meeting is adjourned for more than 48 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 16.  Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent of such action.  Such consent or consents shall have the same effect as a unanimous vote of the board and shall be filed with the minutes of proceedings of the Board.

Section 17.  Committees.

Committees of the Board may be appointed by resolution passed by a majority of the whole Board.  Committees shall be composed of two or more members of the Board, and shall have powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except with respect to:

(a)                 the approval of any action for which the California Nonprofit Religious Corporation Law also requires member’s approval;

(b)                 the filing of vacancies on the Board on any committee;

(c)                 the fixing of compensation of the directors for serving on the Board of on any committee;

(d)                 the amendment or repeal of any resolution of the Board which by its express terms are not so amendable or repeal able;

(e)                 the appointment of any self-dealing transaction, as such transactions are defined in Section 9243(a) of the California Nonprofit Religious Corporation Law.

Any such committee may be designated an executive committee or by such other name as the Board shall specify.  The Board shall have the power to prescribe the manner in which its proceedings shall be conducted.  Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board.  Minutes shall be kept of each meeting of each committee.

Section 18.  Fees and compensation.

Directors (as such) shall not receive any stated or fixed salary for their services, but may receive a reasonable allowance for personal services actually rendered pursuant to resolution passed by a majority vote at any regular or special meeting of the members provided that nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE 8

OFFICERS

Section 1. Officers

The officers of the Corporation shall be the President, the Secretary, and the Treasurer.  The Corporation may also have at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article.  One person may hold two or more offices, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

Section 2. Election.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this article, shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment, with the provision that the Pastor shall hold the office of President, unless otherwise determined by the Board of Directors.  Each officer shall hold his or her office until he or she shall resign, be removed, or become otherwise disqualified to serve, or until his or her successor shall be elected and qualified.

Section 3.  Subordinate Officers.

The Board of Directors or the President may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the By-laws or as the Board of Directors may from time to time determine.

Section 4.  Removal and Resignation.

Any officer may be removed, either with or without cause, by a majority of the Board of Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time, without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party, by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; unless otherwise specified there, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the By-laws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on any annual basis.

Section 6.  Inability to Act.

In the cause of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom the Board may select.

Section 7.  Pastor.

The Pastor shall serve as President of the Corporation unless otherwise determined by the Board of Directors.  The Pastor shall be Chairman of the Board.  As Chairman, he shall preside at all meetings of the Board of Directors.  He shall be an ex-officio member of all the standing committees, including any executive committees, if any, and shall have the general powers and duties of management unusually vested in the office of Chairman of the Board, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-laws.

In addition to the above, the Pastor shall be the spiritual overseer of the church and shall direct all its activities.  His responsibilities shall include, but not be limited to, the following:  

(a)     He shall preside at all the services of the church.

(b)     No person shall be invited to speak or preach in the church without his approval.

(c)     He shall approve such special meetings and conventions as shall be deemed advisable.

(d)     He shall report to the church at the annual progress report meeting, as respecting the pastoral function.

Section 8. President.

The President shall be the Chief Operating Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the activities and officers of the Corporation.  The President shall be an ex-offcio member of all standing committees, including any executive committees, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-laws.  The President shall preside at all meetings of the Board of Directors in absence of the Chairman. 

Section 9.  Vice President.

In absence of disability of the President, the Vice President(s), in order of their rank as fixed by the President, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all their restrictions upon the President.  The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors of the By-laws.

Section 10.  Secretary.

The Secretary shall keep, or cause to be kept, a Book of Minutes at the principle office or such other place as the Board of Directors may order, of all meetings of the members, the Board, and any committees of the Board, with the time and place of holding, whether regular or special, and if special, ho authorized, the notice thereof given, the names of those present at the member, Board and committee meetings, and the proceedings thereof.   The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original and a copy of the Corporation’s Articles and By-laws, as amended to date.

The Secretary shall give or cause to be given, notice of all meetings of the Board and any committees thereof required by these By-laws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 11.  Treasurer.

The Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors.  Subject to the provisions of Section 1 or Article 13, he or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

Section 12.  Salaries.

The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

ARTICLE 9

SETTLEMENT OF DISPUTES

Section 1. Disputes Among Members

In any irreconcilable dispute arising among the Board of Directors of the Corporations and any member of the church pertaining to any matters of spiritual teaching or practices, church finances or title or property purchased with church contributions, the dispute shall be resolved by the Board of Directors.

Section 2.  Disputes Among Deacons.

In any irreconcilable dispute arising among the Deacons and/or the Elders of the church pertaining to any matters of spiritual teaching or practices, church finances or title to property purchased with church contributions, the dispute shall be resolved finally by the Pastor of his designee.

Section 3.  Procedure.

Any member or director involve in the dispute may present a letter signed by him or her to the Secretary of the Corporation listing the grievance(s) and his or her desired action(s).   The Secretary shall notify the Pastor of the grievance(s).  Within 30 days of receipt of such letter, if the matter involves a member, the Pastor shall inform the Board of Directors of the dispute and submit it to them for resolution.  If the matter involves a dispute within the Board itself, the Pastor shall decide the matter himself.

Section 4.  No Appeal to Court.

The decision made by the majority of the Board of by the Pastor shall be final, and there shall be no appeal to any court from that decision.

Section 5. Dispute with Pastor.

If a disputer arises concerning the Pastor, no action shall be taken unless a majority of the Board, Deacons and Elders, combined, agrees that such action is necessary in order to preserve the spiritual life and vitality of the church.

The Pastor will be presented with the determination of the Board, Deacons, and Elders, and the Pastor and the Board will meet and attempt to satisfactorily resolve the matter.  This process shall be done in a confidential manner and none of those involved shall be free to communicate to individuals other than Board members concerning this matter, unless approved by two-thirds of the Board.

If no resolution can be achieved within a reasonable period of time, the dispute will then be presented to members of the church.  All communications made to members of the church concerning such a dispute shall be presented in as fair and objective a manner as possible.

Notice of the hearing of the members and a statement of the charges shall be served upon the Pastor, who may be present at the hearing, who may offer evidence upon his behalf, who may confront and cross-examine any witnesses, and who may be represented by counsel at his own expense.

Upon a vote of two-thirds of all active members of the church, the Pastor may be removed.  There shall be no appeal to any court from that decision.  An active member is defined as a member who attends regularly (no fewer than 40 services per year), and who is regular giver of tithes and offerings.

ARTICLE 10

INDEMNIFICATION OF AGENTS

OF THE CORPORATIONS

Section 1. Definitions.

For purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation of this Corporation or of another enterprise at the request of such predecessor corporation:  “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or 5(b) of this article.

Section 2.  Indemnification in Actions by Third Parties.

This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Corporation to procure judgment in its favor, an action brought under Section 9243 of the California Nonprofit Religious Corporation Law, or an action brought by the Attorney General under Section 923 thereof) by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of criminal proceeding, has no reasonable cause to believe the conduct of such person was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interest of this Corporation or that the person and reasonable cause to believe that the person’s conduct was unlawful.

Section 3.  Indemnification in Actions by or in the Right of the Corporation.

This Corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation or brought under Section 9243 of the California Nonprofit Religious Corporation Law, or an action brought by the Attorney General under Section 9230 thereof, to procure a judgment in its favor by reasons of the fact that such person is or was an agent of this Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.  No indemnification shall be made under this Section 3:  

(a)                 in respect of any claim, issued or matter as to which such person shall have been adjudged to be liable to this corporation in the performance of such person’s duty to this corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine, upon application, that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)                 Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)                 Of expenses incurred in defending a threatened or pending action, which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.

Section 4.  Indemnification Against Expenses.

To the extend that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5.  Required Indemnification.

Except as provided in Section 4 of this Article, indemnification under this Article shall be made by this Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 by;

(a)                 a majority vote of a quorum consisting of directors who are not parties to such proceeding; or

(b)                 the court in which such proceeding is or wad pending, upon application made by this Corporation or the agent, attorneys or other person rendering services in connection withy the defense, whether or not such application by the agent, attorney or other person is opposed by this Corporation.

Section 6.  Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by this Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7.  Other Indemnification.

No provision made by the Corporation to indemnify its or its subsidiary’s Board of Directors or officers for the defense of any proceeding, whether contained in the Articles, By-laws, a resolution of members or the Board of Directors, an agreement or otherwise, shall be valid unless consistent with this Article.  Nothing contained in this Article shall affect any right to indemnification to which person other than such Board of Directors and officers a=may be entitled by contract or otherwise.

Section 8.  Forms of Indemnification Not Permitted.

No indemnification or advance shall be made under this Article, except as provided in Sections 4 or 5(b) in any circumstances where it appears:

(a)     that it would be inconsistent with a provision of the Articles of Incorporation, these By-laws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expense were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)     that it would be inconsistent with any conditions expressly imposed by a court in approving a settlement.

Section 9.  Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the against such liability under the provisions of this Article; provided, however, that this Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 9243 of the California Nonprofit Religious Corporation Law.

Section 10.  Nonapplicablity to Fiduciaries of Employee Benefit Plans.

This Article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the Corporation as defined in Section 1 of this Article.  The Corporation shall have power to indemnify such trustee, investment manager or their fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.

ARTICLE 11

RECEIPT, INVESTMENT

AND DISBURSEMENT OF FUNDS

Section 1. Receipt of Assets.

The Corporation shall receive all moneys and/or other properties transferred to it for the purposes for which the Corporation was formed (as shown by the Articles of Incorporation).  However, nothing contained herein shall require the Board of Directors to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of such money or property is contrary to the expressed purposes of the Corporation as shown by said Articles.

Section 2.  Investment of Assets.

The Corporation shall hold, manage and disburse any funds or properties received by it form any source in a manner that is consistent with the expressed purposes of this corporation.

Section 3.  Disbursement of Funds.

No disbursement of Corporation money or property shall be made until it is first approved by the President or Executive Vice President of the Corporation and the Treasurer or by a majority of the Board of Directors.  However, the Board of Directors shall have the authority to appropriate specific sums to fulfill the objects and purposes for which the Corporation was formed and to direct the officers of the Corporation from time to time to make disbursements to implement said appropriations.

ARTICLE 12

CORPORATE RECORDS AND REPORTS

Section 1. Records.

The Corporation shall maintain adequate and correct accounts, books and records of its business and properties.  All such books, records and accounts shall be kept at its principal offices of business in the State of California, as fixed by the Board of Directors from time to time.

Section 2.  Inspection of Books and Records.

The membership register, the books of account, and minutes and proceeding of the members and the Board of Directors and of executive committees of the Board of Directors of this Corporation shall be open to inspection upon the written demand of any member of any reasonable time, for a specifically stated purpose reasonably related to his or her interests as a member, and shall be exhibited at any time when required by the demand of any member’s meeting.

Every director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the Corporation, and also of its subsidiary organizations, if any.

Section 3.  Certification and Inspection of By-laws.

The original or a copy of these By-laws as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members of the Corporation at all reasonable times during office hours.

ARTICLE 13

MISCELLANEOUS PROVISIONS 

Section 1. Endorsement of Documents; Contracts.

All checks, drafts, demands for money and notes of the Corporation, and all written contracts of the Corporation shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time be resolution designate.  An authorized individual shall sign each check.

Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between this Corporation and any other person, when signed by the President or any Vice President and the Secretary or any Assistant Secretary, the Treasurer or any Assistant Treasurer of this Corporation shall be valid and binding on this Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.

The Board of Directors, except as provide otherwise in the By-laws, any authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.  Unless or authorized by the Board of Directors, and except as in this Section herein above provided, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount.

Section 2.  Representation of Shares of Other Corporations.

The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident or any and all shares of any other corporation or corporations standing in the name of the Corporation.  The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by said officer.

Section 3.  Sale of Assets.

The church shall not sell or otherwise transfer title to a substantial portion of the assets of the Corporation unless said transfer is first authorized by at least two-thirds of the members present at a duly called and noticed meeting of members.

Section 4.  Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Religious Corporation Law shall govern the construction of these By-laws.

Section 5.  Amendments.

These By-laws may be amended by repeal and new and additional By-laws may be made from time to time at any time by a two-thirds vote of the members in attendance at a regular or special meeting called for that purpose, provided due notice of the proposed change has been given verbally to the church members at the morning weekend worship services at least two weekends immediately preceding the scheduled date of the meeting, which meeting may be held any day in the week thereafter.  Subject to the right of the members to amend or repeal, these By-laws (other than a By-law or amendment thereof changing the authorized number of directors) may be amended or repealed by the Board of Directors in the exercise of the power granted to said Board of Directors.

Section 6.  Record of Amendments.

Whenever an amendment or new By-law is adopted, it shall be copied in the Book of By-laws with the original By-laws, in the appropriate place.  If any By-law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written assent was filed, shall be stated in said Book.

ARTICLE 14

DISSOLUTION

Upon dissolution of this Corporation, the Board of Directors shall cause the assets herein to be distributed to another corporation with purposes similar to that identified in the Articles of Incorporation, and the Preamble, Article 2, and Article 4 of these By-laws.

CONCLUDING PROVISIONS

I, the undersigned, being the Secretary of God’s Church, do hereby certify that the above By-laws were adopted as the By-laws hereof, by Board of Directors of said Corporation in a regularly called meeting on November 17, 2001, and by the members of said Corporation in a regularly called meeting on that same day.

Said By-laws are, as of the date of this certification, the duly adopted and existing By-laws of this Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 17 day of November, 2001.

_____________________________________

Maria Ramos