Page 1 APOSTOLIC CHRISTIAN HOME FOUNDATION BY-LAWS 7023 N. E. SKYLINE DRIVE PEORIA, ILLINOIS 61614-2295 Amended November 11, 2009 Effective January 1, 2010 ARTICLE I Section 1. Name. The name of the corporation shall be APOSTOLIC CHRISTIAN HOME FOUNDATION ( Corporation ). Section 2. Purposes. The Corporation has been organized, and at all times thereafter shall be operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of, one or more specified organizations described in Section 509(a)(1) or Section 509(a)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). This Corporation shall not be authorized to engage in any activities that are not in furtherance of the purposes for which this Corporation was formed, as described more fully in the immediately preceding sentence. The specified organizations in question that are described in Code Section 509(a)(1) or Code Section 509(a)(2) are Apostolic Christian Skylines and the Apostolic Christian Church of Peoria. Moreover, this Corporation shall not be authorized to pay over any part of its income to, or perform any service for, any organization other than the specified organizations identified in the immediately preceding sentence. In connection with the foregoing, the Corporation (which is intended to be a "Supporting Organization," as that term is defined in Code Section 509(a)(3)) shall be organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of, Apostolic Christian Skylines and the Apostolic Christian Church of Peoria, so long as each of Apostolic Christian Skylines and the Apostolic Christian Church of Peoria continues to qualify as an organization exempt from federal income taxation under Code Section 501(c)(3) and as other than a private foundation under Code Section 509(a). In accordance with the provisions of Code Section 509(a)(3) and Treasury Regulations 1.509(a)- 4(g)(1)(i), not less than a majority of the members of the Board of Trustees of the Corporation shall, at all times, be such persons as shall have been selected by the mutual agreement of the Members of the Corporation. Subject to the foregoing provisions of Article IV, the Corporation shall have authority to exercise any and all powers that a Corporation which is formed under the Illinois General Not For Profit Corporation Act of 1986 (the "Act"), as it now exists or may later be amended or replaced, and which is exempt from federal income taxation under Code Section 501(c)(3), as it now exists or may later be amended or replaced, may be entitled to exercise, including any and all activities that, in the judgment of the Board of Trustees, may at any time be incidental or conducive to the attainment of the foregoing purposes, including: (1) fostering, developing, encouraging, and accepting funds on behalf of Apostolic Christian Skylines and the Apostolic Christian Church of Peoria; (2) developing community and public education programs; (3) soliciting, receiving, and expending gifts and contributions for and on behalf of Apostolic Christian Skylines and the Apostolic Christian Church of Peoria; and (4) creating, establishing, managing, supporting, and administering trusts, investment accounts, and endowments, (including real property and other financial instruments) and appropriating the income and principal thereof for the benefit and support of Apostolic Christian Skylines and the Apostolic Christian Church of Peoria, so long as each is exempt from federal income taxation under Section 501(c)(3) of the Code.
Page 2 Section 3. Nonprofit Corporation. All of the assets and the earnings of the Corporation shall be used exclusively for charitable, educational, or religious purposes within the meaning of the Code, in the course of which operation; (1) no part of the income or profit of the Corporation shall inure to the benefit of, or be distributable to its Trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein; (2) the Corporation shall not loan money or credit to its Officers or Trustees; (3) no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the publication or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office except as authorized under the Code; (4) notwithstanding any other provisions contained herein, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from tax under Section 501(c)(3) of the Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code; the Corporation shall not engage in any activity that would cause the Corporation to be defined as a private foundation within the meaning of Section 509(a) of the Code, and (5) the Corporation shall forever use its property and provide its services without regard to race, sex, age, creed, color, ancestry, or national origin. ARTICLE II Registered Office and Registered Agent The Corporation shall have and continuously maintain in the State of Illinois a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Trustees may from time to time determine. ARTICLE III Members Section 1. Classes of Members. The Corporation shall have four (4) Classes of Members. (1) The Members of the Peoria Church, located at 3420 North Sheridan Road, Peoria, Illinois ( Peoria Church ), as determined by the said organization, are and shall be the Class A Members of this Corporation. (2) The Board of Trustees of the Peoria Church, as determined by the said organization, is and shall be the Class B Members of this Corporation. (3) The Elder of the Peoria Church, as determined by the said organization, is and shall be the Class C Member of this Corporation. (4) The Members of the Princeville Church, located at 710 East Main Street, Princeville, Illinois ( Princeville Church ), as determined by the said organization, are and shall be the Class D Members of this Corporation (Class Members A, B, C and D collectively the Members ).
Page 3 Section 2. Voting Rights. Class A, B and C Members of this Corporation shall be entitled to vote on matters as provided in these By-Laws or in the Corporation s articles of organization. Section 3. Member Powers. The Members shall have the following respective powers: (1) the Class B Members will appoint the Corporation s Trustees, as set forth in Article IV, Section 3 and (2) Class B and Class C Members shall approve or reject By-Law amendments. Section 4. Meetings of Members. (1) Annual Meeting: A regular annual business meeting of the Members shall be held at the Peoria Church on one of the Sundays of January, or at such other time and place designated in the Notice of such meeting. (2) Special Meetings: Special meetings of the Members may be called by or at the request of the Class B Members or the Class C Member. Such special meeting shall be held at the Peoria Church or at such other place designated in the notice of such meeting. (3) Notice of Annual and Special Meetings: Notice of the Members Annual Meeting shall be given not less than two (2) weeks prior to the date of said meeting and notice of all special meetings shall be given not less than seven (7) days before such meeting. All notices shall be given by the Peoria Church by announcement from the pulpit, posting on the Peoria Church bulletin board, or included in the Peoria Church monthly calendar or newsletter. (4) Notice of Emergency Meeting: The notice provisions in Section 4(2) and (3) should be observed, unless the purpose and/or timelines of the meeting make such notification impractical. In such case, Members will be individually notified of emergency meetings personally, or by United States mail, telephone, or by announcement from the Peoria Church pulpit. (5) Use of Telecommunications: Members may participate in and act at any Member meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Section 5. Action Without Meeting. Any action required to be taken at a meeting of the Members may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all Members entitled to vote, either before or after the action has been taken. Action under this Section shall be effective when the last Member has signed the consent, unless the consent specifies a different effective date. Such written consent or consents shall be delivered to the Secretary for inclusion in the corporate minutes or filing with the corporate records. A consent signed under this Section has the same effect as a meeting vote and may be described as such in any document.
Page 4 Section 6. No Member Liability. Neither the Members, nor the Members respective churches, shall be liable for any debts or obligations of the Corporation. ARTICLE IV Board of Trustees Section 1. Trustees. Name and Governance. The Corporation s affairs shall be governed by the Board of Section 2. Number, Tenure, Qualifications and Nomination. The number of Trustees shall be seven (7), divided as follows: (1) Three (3) Trustees from among the Class A Members; (2) One (1) Trustee from among the Class B Members, or their appointee; (3) Apostolic Christian Skylines Treasurer and Executive Vice President will be ex-officio voting Trustees; and (4) One (1) Trustee from among the Class D Members. The terms of the Trustees may be staggered. Each Trustee shall hold office for the term for which he is elected and until his successor is elected, except the Class B Trustee or their appointee, who shall serve a one (1) year term, subject to reappointment for successive one (1) year terms. Section 3. Nomination of Trustees. The Corporation s Board of Trustees shall nominate successor Class A Trustees. The Princeville Church Elder shall be the nominating member of Class D and shall nominate successor Class D Trustees. All nominations are subject to approval as provided in these By- Laws. The successor Class B Trustees or their appointee, shall be appointed without nomination. Section 4. Appointment of Trustees. All Trustees of the Corporation shall be appointed by the Class B Members taking into consideration the nominations made in accordance with the preceding Section 3. Should appointment of any nominee not be approved by the Class B Members, nomination of another individual will be made in accordance with the preceding Section 3. Trustees whose term extends for more than one year are subject to reappointment annually by Class B Members and approval by the Class C Member. Section 5. Vacancies. Any vacancy occurring on the Board of Trustees shall be filled in accordance with nomination and appointment provisions outlined in the preceding Sections 2, 3 and 4. A Trustee appointed to fill a vacancy shall serve the unexpired term of his predecessor. Section 6. Regular Meetings. A regular meeting of the Board of Trustees shall be held quarterly on a day agreed upon by the Board of Trustees. Said meetings shall be held at the Corporation or at such other place or places as the Trustees shall designate. Section 7. Special Meetings. Special meetings of the Trustees may be called by or at the request of the President, any three Trustees, or the Class B Members and at such meeting any corporate action may be taken. If no place is designated as the place for holding a special meeting, said meeting shall be held at the Corporation. Section 8. Notice of Meetings. Notice of regular meetings of the Board shall be given not less than three (3) days prior to said meeting; notice for special meetings shall be given not less than one (1) nor more than ten (10) days prior thereto.
Page 5 Section 9. Quorum. Four (4) Trustees shall constitute a quorum for the transaction of business at any meeting of the board. If less than four (4) Trustees are present at any meeting, a majority of Trustees present at such a meeting may adjourn the meeting without further notice. Section 10. Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by these By-Laws. Section 11. Action Without Meeting. Any action required to be taken at a meeting of the Trustees may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all Trustees entitled to vote, either before or after the action has been taken. Action under this Section shall be effective when the last Trustee has signed the consent, unless the consent specifies a different effective date. Such written consent or consents shall be delivered to the Secretary for inclusion in the corporate minutes or filing with the Corporate records. A consent signed under this Section has the same effect as a meeting vote and may be described as such in any document. Section 12. Telecommunications. Trustees may participate in and act at any meeting of the Board or any Committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Section 13. Compensation, Loans and Expense Reimbursement. No person being or at any prior time having been a Trustee, shall receive compensation for any service as a Trustee; provided that nothing contained herein shall be construed to preclude any Trustee from serving the Corporation and receiving compensation therefrom. The Board may determine in its sole discretion, to reimburse Trustees for expenses reasonably incurred to carry out any responsibility as a Trustee. Section 14. Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Trustees or any other corporation, firm, association, or entity in which one or more of its Directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest because such Trustee(s) who authorizes, approves, or ratifies such contract or transaction, or because such Trustee s or Trustees votes are counted for such purposes, provided: (1) the fact of such relationship or interest is disclosed or known to the Board or Committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Trustees; or (2) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees, which authorizes, approves, or ratifies such contract or transaction. ARTICLE V Officers Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary (collectively, Officers ). Section 2. Election and Term of Office. The Officers of the Corporation shall be elected by the Board of Trustees every year. Each Officer shall hold office for a term of one (1) year or until his successor is elected.
Page 6 Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled at any meeting of the Board of Trustees. An Officer elected to fill a vacancy shall be elected for the unexpired term of this predecessor in office. Section 4. Qualifications. All Classes of Members may serve as officers. The Treasurer may or may not be a Trustee. Section 5. President. The President shall be the principal executive Officer of the Corporation. He shall preside at meetings of the Board of Trustees. He shall sign with any other proper Officer of the Corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has properly authorized to be executed, except in cases where the signing and execution thereof shall be delegated by the Board of Trustees or by these By-Laws or by statute to some other Officer or agent of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time. Section 6. Vice President. The Vice President shall, in the absence of the President or in the event of the President s inability or refusal to act, perform all the duties of and subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Trustees. The Vice President may also hold the office of Secretary but no other office. Section 7. Treasurer. The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall (a) have charge and custody of all assets, loans and securities of the Corporation and be responsible therefore, and for the receipt and disbursement thereof; (b) examine all financial reports from operations and make a quarterly report to the Board of Trustees; and (c) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees. Section 8. Secretary. The Secretary shall preserve in the books of the Corporation, true minutes of the proceedings of all meetings of the Members and the Board of Trustees. The Secretary shall safely keep custody of the Corporation s seal and shall have authority to affix the same to all instruments where its use is required. The Secretary shall give all notices required by statute, By-Laws, or resolution. The Secretary shall keep at the registered office or principal Corporate offices a record setting forth the names and addresses of the Members of the Corporation. The Secretary shall perform such other duties as may be delegated to him by the Board of Trustees. The Secretary may delegate any or all of these duties to employees of the Corporation. Section 9. Compensation and Loans. No person, being or at any prior time having been an Officer, shall receive compensation for any service as an Officer, nor shall any loans be made by the Corporation to any Officer; provided that nothing herein contained shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving compensation therefore. The Board may determine in its sole discretion, to reimburse officers for expenses reasonably incurred to carry out any responsibility as an Officer. ARTICLE VI Contracts, Checks, Deposits and Funds Section 1. Contracts. The Board of Trustees may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money shall be signed by such Officer or Officers, agent or agents of the Corporation and in manner as shall from time to time be determined by the Board of Trustees. All other instruments of indebtedness issued in the name of
Page 7 the Corporation shall be signed by a proper Officer of the Corporation and countersigned by the President of the Corporation. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such financial institutions or other depositories as the Board of Trustees may select. Section 4. Gifts. The Board of Trustees may accept on the behalf of the Corporation, any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation. ARTICLE VII Fiscal Year The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. ARTICLE VIII Waiver of Notice Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois of 1986 or under the provisions of the Articles of Incorporation, or the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE IX Amendments to By-Laws These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the Trustees present at any regular or special meeting, at which a quorum is present, provided that the intention to alter, amend or repeal has been submitted to the Class B Members and the Class C Member. Before amendment is effective, consent of the Class B and C Members must be provided. ARTICLE XI Indemnification The Corporation shall indemnify any and all of its current or prior Trustees, or agents serving at the Board or Officer s request to the full extent permitted by Illinois law. ARTICLE XII Disposition of Assets Upon Dissolution of Corporation Upon the dissolution of the Corporation, the Board of Trustees shall distribute its remaining assets to Apostolic Christian Skylines and/or the Apostolic Christian Church of Peoria, as determined by the Board of Trustees, provided that at the time of the distribution, each such recipient shall be exempt from federal income taxation pursuant to the provisions of Code Section 501(c)(3), or the corresponding section of any future federal tax code; provided furthermore, that, if neither Apostolic Christian Skylines nor the Apostolic Christian Church of Peoria shall then be exempt from federal income taxation pursuant to the provisions of Code Section 501(c)(3) or the corresponding section of any future federal tax code, the Board of Trustees shall distribute its remaining assets to one or more organizations that are then exempt from federal income tax pursuant to the provisions of Code Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code.
Page 8 Approved by unanimous vote of a quorum of the Board of Trustees of the Apostolic Christian Home Foundation at a regular meeting held on November 11, 2009, at 8:00 p.m. MATTHEW FEUCHT Secretary, Apostolic Christian Home Foundation MICHAEL J. HONEGGER Chairman (Class B Member) Apostolic Christian Church TIMOTHY FUNK Elder (Class C Member) Apostolic Christian Church