BY-LAWS of RESTORATION CHURCH DC Section 1 Name and Incorporation Restoration Church DC (the Church ) is an ecclesiastical entity established by Jesus Christ. The Church is incorporated as a nonprofit corporation in the District of Columbia (the "Corporation") to do, among other things, lease and/or own and maintain a place of worship; receive, hold and disburse gifts, bequests and funds; and license ministers of the gospel for civil purposes. Section 2 Organization The Corporation is organized and shall be operated exclusively as a nonprofit, religious, educational, and charitable organization dedicated to the purposes stated in the Articles of Incorporation. 3.1 Statement of Faith Section 3 Statement of Faith The Corporation and each of the elders serving on its Board of Directors, and its members, officers, and employees, shall fully subscribe to the Church s Statement of Faith, which is set forth in Addendum A to the Constitution and incorporated herein by reference. 3.2 Religious Practices of Corporation To be consistent with its religious mission, the Corporation shall not: 3.2.1 Establish any public or private policies or positions that conflict with the Statement of Faith. 3.2.2 Elect or appoint any Board member or officer who has not subscribed to and annually affirmed the Statement of Faith. 3.2.3 Accept or recognize any person as a member of the Corporation who has not subscribed to the Statement of Faith. 3.2.4 Hire or continue to employ any employee who, upon request, refuses to subscribe to the Statement of Faith, or who has acted in a manner inconsistent with the Statement of Faith or the religious mission of the Corporation, and has not fully and properly repented of such action. (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 1 of 8
Section 4 Offices 4.1 Registered Office and Agent The Corporation shall continuously maintain a registered office and registered agent within the District of Columbia. 4.2 Principal Office The principal office of the Corporation shall be located at 4601 North Park Avenue, Apt. 1707, Chevy Chase, MD 20815, or such place as shall be determined by the Board of Directors. 4.3 Additional Offices The Corporation may also have offices at such other places as the Board of Directors may from time to time determine and the business of the Corporation may require. Section 5 Seal The Corporation may have a seal in the form determined by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced, or by writing the word "SEAL" beside the signature of an authorized officer of the Corporation. Section 6 Corporate Membership The Church s members shall serve as the Corporation s members. Section 4 of the Constitution addresses the qualifications, admission, rights and responsibilities, termination, dual/watchcare status, and restorative discipline process of the members. 7.1 Elders As Directors Section 7 Corporate Governance The government of the Corporation is vested in its Board of Directors while strictly ecclesiastical decisions that do not involve the business or governance of the Corporation may be vested in Church members who are not serving on the Board of Directors. The Church s elders shall serve as the Corporation s Board of Directors. As the Board of Directors, the elders shall exercise all such powers of the Corporation and do all such lawful acts and things that are not prohibited by statute, the Articles of Incorporation, or by the Constitution and Bylaws. Section 6 of the Constitution addresses the number, term, responsibilities, qualifications, selection process, voting rights, removal, and resignation of elders. (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 2 of 8
7.2 Number and Term The elders shall be comprised of a minimum of three (3) men and a maximum of twelve (12) men who satisfy the qualifications for the office of elder set forth in I Timothy 3: 1 7 and Titus 1: 6 9. All pastors in the full time employ of the Church shall be elders whose term expires only upon their leaving the employ of the Church. All other elders (i.e., lay elders ) shall serve a limited term of three (3) years. Lay elders who serve two (2) consecutive full terms must take a hiatus of at least one year before they are eligible to serve another term or fill the remainder of a vacated directorship. Otherwise, there is no limit on the number of terms an elder may serve on the Board of Directors. No elder shall hold the office of deacon during his tenure. 7.3 Committees The elders, serving in their capacity as the Board of Directors, may appoint two or more elders to serve as special and standing Board committees, which shall have such powers and duties as shall from time to time be prescribed by the Board. All members of such committees shall serve at the pleasure of the Board. The delegation of authority to any committee shall not operate to relieve the Board of Directors or any member of the Board from any responsibility imposed by law. Unless otherwise provided in the resolution of the Board of Directors designating a committee or in rules that the Board subsequently adopts, a majority of the committee members shall be necessary and sufficient to constitute a quorum for the transaction of business of the committee, and the act of a majority of the committee members present and voting at a duly constituted meeting of the committee shall be the act of the committee. Other rules governing procedures for meetings of any committee of the Board shall be established by the Board of Directors, or in the absence thereof, by the committee itself. 8.1 Notice Section 8 Meetings of Elders as Board of Directors The regular quarterly meetings of the elders serving in their capacity as the Board of Directors may be held within or outside the District of Columbia with at least one day s formal notice of the time, place, or purpose of the meeting as shall from time to time be determined by the Board; provided, that at the beginning of each one-year period, the Corporation may provide a single notice of all regularly scheduled meetings for that year, or for a lesser period, without having to give notice of each meeting individually. Special meetings of the Board of Directors may be held with at least two days notice of the time, date, and place of the meeting. 8.2 Waiver of Notice Whenever any notice is required to be given by statute, the Articles of Incorporation, the Constitution, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at a meeting by a person entitled to notice shall constitute a waiver of proper notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 3 of 8
8.3 Quorum and Proportion for Voting A majority of the elders serving as directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the elders then in office at a meeting duly called for that purpose and at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Articles of Incorporation, the Constitution, or these Bylaws. 8.4 Action Without a Meeting Any action required or permitted to be taken at a meeting of the Board of Directors or by a committee thereof may be taken without a meeting, provided a written consent setting forth the action so taken is signed by all the members of the Board or of the committee, as the case may be, and is filed with the minutes of proceedings of the Board or the committee. 8.5 Participation by Alternative Means of Communication Members of the Board of Directors or of any committee designated thereby may participate in a meeting of the Board or that committee by through the use of, any alternative means of communication by which all elders participating may simultaneously hear one another during the meeting. Participation by such alternative means of communication shall constitute presence in person at such meeting. When a meeting is conducted in which one or more elders participates by such other means, the minutes recording any action taken at such meeting shall also note who participated in person, and who participated by alternative means of communication. 9.1 Number and Positions Section 9 Officers of the Corporation The officers of the Corporation shall be the Chairman and the Secretary. The Board may nominate and elect such other corporate officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 9.2 Election and Term Candidates for the initial officers of the corporation may be nominated by any other member of the Board of Directors at the Corporation s organizational meeting. The Board of Directors shall elect the officers of the corporation by majority vote from among those nominated. If the office of any officer becomes vacant for any reason, the vacancy shall be filled in the same manner at the next meeting of the Board of Directors, including a meeting duly called for the purpose of filling the vacant office. Officers shall serve a one-year term. Officers shall be eligible for reelection through the same nomination and election process as first-time officers. Any officer elected may be removed at any time by the affirmative vote of a majority of the elders present at a meeting duly called for that purpose and at which a quorum is present, whenever, in their judgment, the best interests of the Corporation will be served thereby. In case of the absence or (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 4 of 8
disability of an officer of the Corporation, or in any other case that the Board of Directors may deem sufficient reason therefore, the Board of Directors, a majority of the Board at a meeting duly called for that purpose and at which a quorum is present, may delegate for the time being any or all of the powers or duties of any officer to any other director. 9.3 Chairman The Chairman must be an active elder of the Church. The Chairman shall assume primary responsibility for the management of the Corporation, shall preside at all meetings of the Board of Directors, and shall perform such other duties or exercise such powers as the Board of Directors may prescribe. 9.4 Treasurer 9.4.1 The Secretary of the Corporation must be an active elder of the church shall collaborate with the church Treasurer to ensure that regular reports of the account balances, revenues, and expenses of the Church are presented at Board meetings and at regular members' meetings. 9.4.2 to attend (or delegate an assistant recorder to attend) all meetings of the members and the Board of Directors; 9.4.3 to record the minutes of all regular and special members and Board of Directors meetings in a book to be kept for that purpose; 9.4.4 to give, or cause to be given, such notice as is required of all meetings of the members and the Board of Directors; 9.4.5 to keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by the signature of the Clerk; 9.4.6 to bear ultimate responsibility for maintaining records of and, when necessary, certifying proceedings of the Board; 9.4.7 to have such other rights, duties, and powers as are authorized by the Board of Directors from time to time. Section 10 Conflicting Interest Transactions A contract or transaction between the Corporation and one or more of its members, elders, or officers, or between the Corporation and any other entity in which one or more of its elders or officers are directors or officers, hold a similar position, or have a financial interest (a Conflicting Interest Transaction ), shall not be void or voidable solely for that reason, or solely because the member, elder, or officer is present at or participates in the meeting of the Board of (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 5 of 8
Directors that authorizes the Conflicting Interest Transaction, or solely because his or their votes are counted for that purpose, if: (a) The material facts as to the relationship or interest and as to the Conflicting Interest Transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the Conflicting Interest Transaction by the affirmative votes of a majority of the nonconflicted elders even though the non-conflicted elders are less than a quorum; (b) The material facts as to the relationship or interest of the member, director, or officer and as to the Conflicting Interest Transaction are disclosed or are known to the members entitled to vote thereon, if any, and the Conflicting Interest Transaction is specifically approved in good faith by vote of those members; or (c) The Conflicting Interest Transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors or the members. Common or interested elders may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a Conflicting Interest Transaction. Notwithstanding the above, no loan shall be made by the Corporation to any of its elders or officers, as provided further in Section 11.6 of these Bylaws. 11.1 Deposits Section 11 FISCAL MATTERS The Board of Directors shall select banks, trust companies, or other depositories in which all funds of the Corporation not otherwise employed shall, from time to time, be deposited to the credit of the Corporation. 11.2 Checks All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate. 11.3 Fiscal Years The Board of Directors shall have the power to fix, and from time to time to change, the fiscal year of the Corporation. Unless otherwise fixed by the Board, the fiscal year shall commence on January 1 and shall terminate on December 31 of the same calendar year. 11.4 Designated Contributions The Corporation may accept any designated contribution, grant, bequest, or devise provided it is consistent with the Corporation's (1) mission and spiritual priorities as determined from time to time by the Board, (2) budget process and fiscal restrictions, (3) full ownership and control of the (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 6 of 8
funds or assets, and (4) tax-exempt purposes, as set forth in the Constitution. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. The Corporation shall reserve all right, title and interest in and to, and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. 11.5 Books and Records The Corporation shall keep at its office correct and complete books and records of account, the complete copies of its Articles of Incorporation and Bylaws, the activities and transactions of the Corporation, minutes of the proceedings of the Board of Directors and any committee of the Board, and a current list of the directors and officers of the Corporation and their residence addresses. Any of the books, minutes, and records of the Corporation may be in written form or in any other form capable of conversion into written form within a reasonable time. 11.6 Loans to Elders and Officers Prohibited No loans shall be made by the Corporation to its elders or officers. Any elder or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until it is repaid. Nothing in this section shall bar any elder or officer from receiving approved compensation in their employee capacities, or approved payments from the Corporation's benevolence fund in accordance with the policy and procedures governing such a fund, provided they do not participate in the decision to grant such benevolence. 11.7 Benevolence Fund Consistent with Biblical teaching to share with those who are in need, the Corporation may establish a benevolence fund to meet material and financial needs of Church members and others. This fund shall be administered under a policy which sets forth the funds' purpose, procedures for administration, and objective criteria for selection of recipients for financial assistance. 11.8 Accounting and Fiduciary Guidelines The elders and officers shall conduct their affairs with integrity in the sight of God and men, and shall to that end maintain prudent and responsible control and accountability over all funds they receive and ensure that all funds are dedicated to the Corporation's tax-exempt purposes. Toward that end, the elders and officers shall implement practices, procedures, and / or policies that position the Corporation to be a model of faithful stewardship and quality internal accounting controls and procedures. 12.1 Amendments to the Bylaws Section 12 Amendments The Bylaws may be amended by a two-thirds vote of the members present and voting at a members meeting, provided the amendment shall have been offered in writing at the previous (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 7 of 8
members meeting, and shall have been announced from the pulpit at Church services two successive Sundays prior to such vote. 12.2 Amendments to the Articles of Incorporation The Corporation may amend its Articles of Incorporation in the following manner: 12.2.1 The proposed amendment shall be adopted by the board of directors. 12.2.2 A proposed amendment shall be submitted to the members. 12.2.3 The Board of Directors shall transmit to the members a recommendation that the members approve the amendment, unless the Board of Directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the Board of Directors must transmit to the members the basis for that determination. 12.2.4 The board of directors may condition its submission of the amendment to the members on any basis. 12.2.5 If the amendment is required to be approved by the members, and the approval is to be given at a meeting, the Corporation shall give notice to each member entitled to vote on the amendment of the meeting of members at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment. 12.2.6 The approval of an amendment requires the approval of the members at a meeting at which a quorum exists. (3341) Restoration Church DC GAMMON & GRANGE, P.C. www.gg-law.com 703-761-5000 June 20, 2013 Page 8 of 8