Bylaws of Church Of God, The Father’s Call

A California Nonprofit Religious Corporation

Preamble

The Church Of God, The Father’s Call (the “Church”) is a spiritual body composed of individuals called by God the Father to enter into a spiritual relationship with Him, through the sacrifice and shed blood of our savior and the Son of God, Jesus Christ.

The Church is physical only in the sense that it is composed of human beings who organize themselves, under the direction of Jesus Christ, into physical entities. The Church cannot be defined by any physical organization or legal entity, although it can function within these entities in order to congregate together, perform God’s will and work on this earth, and conduct normal and necessary activities required to achieve these ends.

The head of the Church is Jesus Christ. No human being(s) can or should seek to place themselves in that position or attempt to insert themselves between the Church and Jesus Christ in any attempt to block or hinder that spiritual authority and governance structure set up by God the Father. Any governing body ordained and created on the earth to make decisions, set and alter Church doctrine, carry on administrative responsibilities, or perform any other physical duties on behalf of the Church, is subordinate to Jesus Christ. The governing body of the Church is directly responsible to the spiritual head of the Church in all things and must yield to the spiritual direction of Jesus Christ.

The governing body of the Church must function above and independent of any administrative positions designated by corporate legal form and put in place to comply with California law. The required administrative positions are in place solely to conduct the duties set forth in the Bylaws and carry out the physical administrative duties on behalf of the Church. Subject to the provisions of Article 3 herein, the scriptural instructions contained in God’s Word supersede any and all Bylaws established for the form, duties, and responsibilities of any physical corporate entity. As a result, individuals serving in administrative positions cannot concurrently serve as part of the governing body of the Church. This would ensure appropriate separation and independence and prevent a conflict of interest. However, this would not preclude individuals serving in administrative positions to serve in an advisory capacity to the governing body. In fact, this advisory role would be a requirement for the effective functioning of the governing body. Any administrative officers of the corporation, as set forth in the Bylaws, will serve at the pleasure of the governing body and can be appointed and removed as deemed appropriate by the governing body.

Decisions made by the governing body will be unanimous. This model of spiritual consensus is in accordance with the spiritual nature of the Church and is supported by scripture, specifically Acts 15. Matters coming before the governing body must be agreed upon by all members or the matter must be tabled until differences are resolved or it becomes apparent that matter coming before the governing body is ill-advised, untimely, or not suitable for further consideration at that time. Matters may be re-submitted for consideration by the governing body at a later date, provided there is a consensus that it should be reconsidered. In this regard, there is no provision for a majority or super majority approval. Voting by members of the governing body is not considered appropriate and will not be included as part of the spiritual consensus process.

1.0 ARTICLE 1 — NAME

The name of this corporation is Church Of God, The Father’s Call.

2.0 ARTICLE 2 — OFFICE

2.1 PRINCIPAL OFFICE
The principal office for the transaction of the activities and affairs of this corporation is located at 235 Bellefontaine Street, Pasadena, California. The Council of Elders may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location.

2.2 BRANCH OFFICES
The council may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.

3.0 ARTICLE 3 — PURPOSES

This corporation is a church, organized exclusively for religious purposes within the meaning of Internal Revenue Code section 501(c)(3). In the context of these general purposes, the corporation shall serve as an instrument of the Church to proclaim the gospel of the Kingdom of God to the world as a witness and care for those that God, the Father, shall call.

This corporation is a Religious Corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Religious Corporation Law for religious purposes. This corporation is a church, organized exclusively for religious purposes within the meaning of Internal Revenue Code section 501(c)(3). No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Religious Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

4.0 ARTICLE 4 — CORPORATION SUBORDINATE TO THE CHURCH

This corporation is subordinate to the Church, whose head is Jesus Christ, which is governed by the Scripture commonly referred to as the Holy Bible. Therefore, the Scripture is incorporated by reference into these bylaws. Subject to the provisions of Article 3 herein, if any conflict arises between the Scripture and these bylaws, the Scripture shall prevail.

5.0 ARTICLE 5 — DISTRIBUTION OF ASSETS UPON DISSOLUTION

The property of this corporation is irrevocably dedicated to religious purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person or individual. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).

6.0 ARTICLE 6 — CORPORATE MEMBERS

This corporation shall have a Council of Elders acting as a Board of Directors within the meaning of the California Nonprofit Religious Corporation Law. References herein to “Council of Elders” or “Council” shall mean “Board of Directors, and references to “elders” or “council members” shall mean “directors”.

6.1 COUNCIL OF ELDERS DUTIES
Subject to the provisions and limitations of the California Nonprofit Religious Corporation Law and any other applicable laws, and subject to any limitations in the articles of incorporation or bylaws and in accordance with the Scriptural principles of the Church, the corporation’s spiritual, ecclesiastical and doctrinal duties shall be managed by the Council of Elders. The temporal activities, business, and affairs shall be managed by the Business Management Committee (consisting of appropriate corporate officers), which is subject to the authority of the Council of Elders. The Council shall set policy and exercise such other corporate powers as described herein.

Without prejudice to the general powers set forth in these bylaws, but subject to the same limitations, the council shall have the power to:

1. Remove all corporate officers, committees and or members of committees if they are declared legally incompetent, prove themselves to be morally unfit on the basis of scripture, or are unable or unwilling to continue to serve. The Council of Elders shall prescribe powers and duties for the officers as are consistent with the Scripture, the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them, faithful service.

2. Provide direction for the Business Management Committee to discharge their duty to direct the corporation’s temporal affairs and activities. The Council may make such rules and regulations for this purpose that are consistent with the Scripture, the law, the articles of incorporation, and these bylaws. The Council of Elders will confer with the Business Management Committee prior to making rule changes.

3. To exercise all other powers conferred by the California Nonprofit Religious Corporation Law, or other applicable laws, consistent with the Scripture.

4. Adopt and use a corporate seal, and alter the form of the seal.

6.2 MEMBERS OF THE COUNCIL OF ELDERS
The Council of Elders shall consist of at least 4 but no more than 12 elders, unless changed by amendment to these bylaws. The exact number of elders shall be fixed, within those limits, by a resolution adopted by the Council of Elders. To qualify as an elder, an individual must meet the scriptural requirements for a minister and be ordained a minister in the Church of God.

6.2.1 Term of Office for Council Members
All council members shall be designated by unanimous consent of the sitting Council of Elders. Each council member shall hold office until resignation or disqualification.

6.2.2 Events Causing Vacancies on the Council of Elders
A vacancy or vacancies on the Council of Elders shall occur in the event of (a) the death or resignation of any elder; (b) the declaration by council resolution of a vacancy of the office of an elder who has been declared scripturally unfit, convicted of a felony or declared of unsound mind by a court order; (c) the removal of an elder for fraudulent acts in an action in Superior Court under Corporations Code section 9223; (d) the increase of the authorized number of members.

6.2.3 Resignation of Council Members
Except as provided below, any council member may resign by giving written notice to the Council. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If an elder’s resignation is effective at a later time, a successor may be appointed to take office as of the date when the resignation becomes effective.

Except on notice to the California Attorney General, no elder may resign if the corporation would be left without a duly appointed elder or elders.

6.2.4 Removal of Council of Elders Members
A member of the Council of Elders may be removed by unanimous consent and agreement among the members of the Council of Elders who are not the subject of the removal. The action of removal of a member from the Council of Elders shall be evidenced by a declaration by council resolution stating the basis for the removal, including, but not limited to, those reasons listed in 6.2.2. The removal shall be effective when the notice is given unless it specifies a later time for the removal to become effective. A successor may be appointed to fill the vacancy created by the removal of an elder from the Council of Elders when the removal becomes effective.

6.3 MEETINGS OF THE COUNCIL OF ELDERS
6.3.1 Place of Meetings
Meetings of the Council shall be held at any place within or outside California that has been designated by resolution of the council or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

6.3.2 Meetings by Telephone or Other Communication
Any Council meeting may be held by telephone, videoconference, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:

(a) Each Council member participating in the meeting can communicate concurrently with all other council members.

(b) Each Council member is provided the means of participating in all matters before the Council, including the capacity to propose, or to interpose an objection to a specific action to be taken by the corporation.

1) A person communicating by telephone, video screen, or other communications equipment is a council member entitled to participate in the Council meeting.

2) All statements, questions, or actions were made by a Council member and not by another person not permitted to participate as a member.

6.3.3 General Meetings
General meetings of the Council may be held without notice at such time and place as the Council may fix from time to time.

6.3.4 Special Meetings
Special meetings of the Council may be called at any time by any member of the Council.

6.3.4.1 Notice of Special Meetings

1.Manner of Giving Notice
Notice of the time and place of special meetings shall be given to each Council of Elders member by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the Council of Elders member or to a person at the Council of Elder member’s office who would reasonably be expected to communicate that notice promptly to the director; (d) telegram; (e) facsimile; (f) electronic mail; or (g) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records.

2.Time Requirements
Notices sent by first-class mail shall be deposited in the United States mail at least five days before the time set for the meeting. Notices given by personal delivery, telephone, electronic mail, or telegraph shall be delivered, telephoned, sent, or given to the telegraph company, respectively, at least 48 hours before the time set for the meeting.

3. Notice Contents
The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.

6.3.5 Quorum
All Council members must be in unanimous agreement for the transaction of any business except adjournment. Every action taken or decision made by the Council at a duly held meeting shall be ratified by unanimous agreement before it becomes an act of the Council.

If Council members come to decisions, resolutions or other actions in a meeting without all Council members present, full ratification by all Council members is required prior to the action becoming approved by the Council.

6.3.6 Waiver of Notice
Notice of a meeting need not be given to any Council member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting.

6.3.7 Adjournment
A majority of the members present, whether or not a quorum is present, may adjourn any meeting to another time and place.

6.3.8 Notice of Adjourned Meeting
Notice of the time and place of holding an adjourned meeting must be given in all events.

6.3.9 Action without a Meeting
Any action that the Council is required or permitted to take may be taken without a meeting if all Council members consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved council action. All such consents shall be filed with the minutes of the proceedings of the council.

6.4 REIMBURSEMENT OF EXPENSES
Council and committee members may receive reimbursement of expenses incurred in connection with their duties on the council or committee.

6.5 COMMITTEES
6.5.1 Committees of the Council of Elders
The Council, by resolution adopted by unanimous consent of the members in office, may create one or more committees to serve at the pleasure of the Council. Appointments to committees of the Council of Elders shall be made by unanimous consent of the Council. The Council may replace any absent committee member at any meeting. Any such committee shall have all the authority of the Council, to the extent provided in the Council resolution, except that no committee may:

(a) Take any final action on any matter that, under the California Nonprofit Religious Corporation Law, also requires approval of the Council of Elders.

(b) Fill vacancies on the council or any committee of the Council of Elders.

(d) Amend or repeal bylaws or adopt new bylaws.

(e) Amend or repeal any resolution of the council that by its express terms is not so amendable or repeatable.

(f) Create any other committees of the council or appoint the members of committees of the council.

6.5.2 COMMITTEE MEETINGS
Meetings and actions of committees of the council shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other council actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by council resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The council may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the council has not adopted rules, the committee may do so.

7.0 ARTICLE 7 — OFFICERS OF THE CORPORATION

7.1 OFFICES HELD
The officers of this corporation shall be appointed by the Council of Elders and will comprise the Business Management Committee. The officers of the Business Management Committee will be a president, secretary, and treasurer and any other member as defined by the Council. The Council of Elders may appoint other officers by unanimous consent under these bylaws.

7.1.1 Duplication of Officers
Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as president.

7.1.2 Election of Officers
The officers of this corporation shall be selected and approved by unanimous agreement of the Council of Elders and shall serve at the pleasure of the Council, subject to the rights of any officer under any employment contract.

7.1.3 Removal of Officers
Without prejudice to the rights of any officer under an employment contract, the Council may remove any officer with or without cause by unanimous consent.

7.1.4 Resignation of Officers
Any officer may resign at any time by giving written notice to the Council. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

7.1.5 Vacancies in an Office
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 normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

7.3 DUTIES OF THE PRESIDENT
Subject to such supervisory powers as the Council of Elders may establish, the president shall supervise and direct the corporation’s temporal activities and affairs.

7.4 DUTIES OF THE SECRETARY
The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Council may direct:
1) A book of minutes of all meetings, proceedings, and actions of the Business Management Committee and any directives, instruction, or policies of the Council of Elders to the Business Management Committee. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at the meetings; and the number of council or committee members present or represented at such meetings.
2) The secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.

7.5 DUTIES OF THE TREASURER
7.5.1 Books of Account
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The treasurer shall send or cause to be given to the Business Management Committee and the Council of Elders such financial statements and reports as are required to be given by law, by these bylaws, or by the committee or council. The books of account shall be open to inspection by any council or committee member at all reasonable times.

7.5.2 Deposit and Disbursement of Money and Valuables
The treasurer shall:
(i) 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 Council may designate;
(ii) Disburse the corporation’s funds as the Business Management Committee may order;
(iii) Render to the Council of Elders, and to the Business Management Committee when requested, an account of all transactions as treasurer of the financial condition of the corporation;
(iv) Have such other powers and perform such other duties as the Council of Elders, Business Management Committee or the bylaws may require.

7.6 CONFLICTS OF INTEREST
7.6.1 Contracts with Council Members and Officers
No Council member of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s members are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this corporation, unless:
(a) The transaction is approved or ratified in good faith by the Council of Elders and the Business Management Committee, other than those who have an interest in the transaction, or;
(b) The material facts regarding such officer’s financial interest in such contract or transaction or regarding such common directorship, officer ship, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all Council and committee members before consideration of such contract or transaction, or;
(c) Such contract or transaction is authorized in good faith by unanimous consent of both the Council of Elders and the Business Management Committee, without allowing the participation of the interested parties in that consent, or;
(d) Before authorizing or approving the transaction, the Business Management Committee considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances, or the transaction was in furtherance of the corporation’s religious purposes, or;
(e) This corporation enters into the transaction for its own benefit or for the benefit of the organization, and the transaction is fair and reasonable to this corporation or was in furtherance of its religious purposes at the time the transaction is entered into.

Notwithstanding anything to the contrary herein, no council member of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s members are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this corporation if it would otherwise violate any provision set forth in Article 3 above.

7.8 INDEMNIFICATION
7.8.1 Right of Indemnity
To the fullest extent permitted by law, this corporation shall indemnify its Council of Elders, Business Management Committee, officers, employees, and other persons described in Corporations Code section 9246(a), 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 the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.

7.8.2 Approval of Indemnity
On written request to the Business Management Committee by any person seeking indemnification under Corporations Code section 9246(b) or section 9246(c), the Council of Elders and the Business Management Committee shall promptly decide under Corporations Code section 9246(e) whether the applicable standard of conduct set forth in Corporations Code section 9246(b) or section 9246(c) has been met and, if so, the Council of Elders shall authorize indemnification. If the Business Management Committee cannot authorize indemnification, because the number of committee members who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of committee members who are not parties to that proceeding, the council shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code section 9246(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

7.8.3 Advancement of Expenses
To the fullest extent permitted by law and except as otherwise jointly determined by the Council of Elders and the Business Management Committee in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by those Sections 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 found that the person is entitled to be indemnified by the corporation for those expenses.

7.9 INSURANCE
This corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Council of Elders, the Business Management Committee officers, employees, and other agents, to cover any liability asserted against or incurred by such an individual’s operating capacity or arising from said status.

8.0 ARTICLE 8 — CORPORATE DUTIES

8.1 BOOKS AND RECORDS
This corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Written minutes of the proceedings of its Council, and committees of the Council; and

This corporation shall keep at its principal California office the original or a copy of the articles of incorporation and bylaws, as amended to the current date, which shall be open to inspection at all reasonable times during office hours.

Every member of the Council of Elders shall have the absolute right at any reasonable time to inspect and copy all minutes and inspect all books, records, and documents of every kind and to inspect the physical properties of the corporation for a purpose reasonably related to the Council member’s interests as a member of the Council of Elders.