By-Laws of Nonprofit Church Corporation

By-Laws of Main Street Community Church

By-laws of , a

Nonprofit Church Corporation

ARTICLE I. OFFICES

SECTION 1. Principal Office. The principal office of the Corporation shall be in the State of and shall be located in the City of , County of . The Corporation, hereinafter called the Church, may have such other offices, either within or without the State of , as the Board of Trustees may designate or as the ministry of the Church may require from time to time.

SECTION 2. Registered Office. The Church shall continuously maintain in the State of a registered office that may be the same as its principal office, and a registered agent as required by the Nonprofit Corporation Act. The address of the registered office may be changed from time to time by the Board of Trustees.

ARTICLE II. MEMBERS

SECTION 1. Election of Members. The Church may admit any individual as a Member. An affirmative vote of a majority of the Trustees shall be required for admission.

You may join the Church as a full member through:

A. Profession of Faith — if you have never been a member of a Christian church but wish to do so now

B. Reaffirmation of Faith — if a previous membership has lapsed and you wish to renew your vows with this congregation

C. Letter of Transfer — if you wish to transfer a current membership from another congregation

No person shall be admitted as a Member without his or her consent. The Church will admit Members for no consideration.

SECTION 2. Rights and Obligations of Members. Unless the Articles of Incorporation of the Church or By-Laws provide otherwise, each Member is entitled to one vote on each matter voted on by the Members. All Members shall have the same rights and obligations with respect to voting. All Members shall have the same rights and obligations with respect to any other matters, except as set forth and authorized by the Articles of Incorporation or these By-Laws.

SECTION 3. Resignation of Member. A Member may resign at any time by filing a written resignation with any corporate officer.

SECTION 4. Termination of Membership. No Member may be expelled or suspended, and no Membership or Memberships may be terminated or suspended except pursuant to the procedure provided herein carried out in good faith. The affected Member must receive not less than 15 days' prior written notice of the expulsion, suspension or termination and the reasons therefore and an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the Board or a person or persons authorized by the Board to decide that the proposed expulsion, termination or suspension not take place. Any written notice given by mail must be given by first-class or certified mail sent to the last address of the Member shown on the Church's records. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.

ARTICLE III. MEETINGS OF MEMBERS

SECTION 1. Annual Meeting. The annual meeting of the Members shall be held on the first Monday in the month of February, in each year, beginning with the year 20___, at the hour of 12:00 p.m., or such other time and date as may be determined by the Trustees, for the purpose of electing Trustees and for the transaction of such other business as may properly come before the meeting. At the annual meeting, the president and chief financial officer shall report on the activities and financial condition of the Church and the Members shall consider and act upon such other matters as may be raised consistent with these By-Laws. If the day fixed for the annual meeting shall be a legal holiday in the State of , such meeting shall be held on the next succeeding day.

If the election of Trustees shall not be held on the day designated herein for any annual meeting of the Members, or at any adjournment thereof, the Board of Trustees shall cause the election to be held at a special meeting of the Members as soon thereafter as conveniently may be. The failure to hold an annual meeting at the time stated in or fixed in accordance with the Church's By-Laws does not affect the validity of any Church action.

SECTION 2. Special Meetings. Special meetings of Members may be called by the President, the Board of Trustees, or not less than % of such Members as may be qualified to vote.

SECTION 3. Place of Meeting. The Board of Trustees may designate any place within the State of , as the place of meeting for any annual or special meeting of the Members. If no designation is made, the place of meeting shall be , . However, if all Members shall meet at any time and place, either within or without the State of , and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of Members shall be delivered personally or by mail, to each Member entitled to vote at such meeting, not less than nor more than days before the date of such meeting, by or at the direction of the President, Secretary, or such officers or persons as are calling the meeting. In the case of special meetings, or when required by these Bylaws or by law, the purpose or purposes for which the meeting is called shall be stated in the notice.

SECTION 5. Informal Action by Members. Any action required or permitted to be taken at any meeting of Members may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all Members entitled to vote with respect to such action. Such a consent has the effect of a meeting vote and may be described as such in any document.

SECTION 6. Quorum. Members holding % of the total votes which may be cast at any meeting shall constitute a quorum at such meeting.

SECTION 7. Voting Rights. Each Member shall be entitled to one vote.

SECTION 8. Closing of Transfer Books or Fixing of Record Date. The Board of Trustees of the Church may fix a date as the record date for determining the Members entitled to notice of a Members' meeting, to vote at a Members' meeting, or to exercise any rights in respect of any other lawful action.

SECTION 9. Voting Lists. After fixing a record date for a notice of a meeting, the Church shall prepare an alphabetical list of the names of all its Members who are entitled to notice of the meeting. The list must show the address each Member is entitled to vote at the meeting.

ARTICLE IV. BOARD OF TRUSTEES

SECTION 1. General Powers. Except as provided by applicable law or in the Articles of Incorporation, all corporate powers shall be exercised by or under the authority of, and the affairs of the Church managed under the direction of its Board of Trustees.

SECTION 2. Number, Election, Tenure and Qualifications. The number of Trustees of the Church shall be not less than three (3) nor more than ten (10). All the Trustees (except the initial Trustees) shall be elected at the first annual meeting of Members, and at each annual meeting thereafter.

SECTION 3. Resignation of Trustees; Removal of Trustees by Members. A Trustee may resign at any time by delivering written notice to the Board of Trustees, its presiding officer or to the President or Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Any Trustee may be removed, with or without cause, by the vote of % of the members of the Board of Trustees at a special meeting called for that purpose.

SECTION 4. Regular Meeting. Unless the Articles of Incorporation or these Bylaws provide otherwise, a regular meeting of the Board of Trustees shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Members.

SECTION 5. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the president or any two Trustees.

SECTION 6. Place of Meetings. The Board of Trustees may hold regular or special meetings in or out of this state.

SECTION 7. Quorum. A quorum of the Board of Trustees consists of a majority of the Trustees in office immediately before the meeting begins.

SECTION 8. Manner of Acting. If a quorum is present when a vote is taken, the affirmative vote of a majority of Trustees present is the act of the Board of Trustees.

SECTION 9. Action without a Meeting. Action required or permitted to be taken at a Board of Trustees' meeting may be taken without a meeting if the action is taken by all Members of the Board.

SECTION 10. Vacancies. If a vacancy occurs on the Board of Trustees, including a vacancy resulting from an increase in the number of Trustees, the Members may fill the vacancy, the Board of Trustees may fill the vacancy, or if the Trustees remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Trustees remaining in office.

SECTION 11. Compensation. By resolution of the Board of Trustees, each Trustee may be paid his expenses, if any, of attendance at each meeting of the Board of Trustees.

SECTION 12. Participation by Telephonic or Other Means. Unless the Articles of Incorporation or these By-Laws provide otherwise, the Board of Trustees may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other during the meeting.

ARTICLE V. OFFICERS

SECTION 1. Number. The officers of the Church shall be a president, a vice president, a secretary and a treasurer, each of whom shall be elected by the Board of Trustees.

SECTION 2. Election and Term of Officers. The Officers of the Church to be elected by the Board of Trustees shall be elected annually by the Board of Trustees at the regular meeting of the Board of Trustees.

SECTION 3. President. The President shall be the chief executive officer of the Church, and shall exercise general supervision and control over all activities of the Church.

SECTION 4. Vice-President. In the absence of the President or in the event of the President's inability or refusal to act, the Vice-President shall perform the duties of the President.

SECTION 5. Treasurer. If so required by the Board of Trustees, the treasurer shall give a bond, have charge and custody of all funds and securities of the Church, receive and give receipts for moneys due and payable to the Church, and perform other duties assigned by the Board of Trustees.

SECTION 6. Secretary. The Secretary shall keep the minutes of meetings, see that notices are duly given, be custodian of the corporate records, keep a Membership book, and exhibit records at reasonable times.

SECTION 7. Resignation or Removal of Officers and Agents. An officer may resign at any time by delivering notice to the Church.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Trustees may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Church.

SECTION 2. Loans of the Church; Loans to Officers and Trustees. No loans shall be contracted on behalf of the Church and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees.

SECTION 3. Checks, Drafts Etc. All checks, drafts or other orders for the payment of money shall be signed by such officer or officers, or agent or agents of the Church as determined by resolution of the Board of Trustees.

SECTION 4. Deposits. All funds of the Church not otherwise employed shall be deposited from time to time to the credit of the Church in such banks, companies or other depositories as the Board of Trustees may select.

ARTICLE VII. INDEMNIFICATION

SECTION 1. Right of Indemnity. The Church may indemnify its officers and Trustees to the fullest extent permitted under applicable law.

SECTION 2. Right of Church to Insure. The Church may purchase and maintain insurance on behalf of an individual who is or was a Trustee, officer, employee or agent of the Church.

ARTICLE VIII. NOTICE

Notice may be oral or written. Notice may be communicated in person, by telephone, telegraph, telefax, or other form of wire or wireless communication, or by mail or private carrier.

ARTICLE X. WAIVER OF NOTICE; ASSENT TO ACTIONS

SECTION 1. A Member or Trustee of the Church may waive any notice required by applicable law, the Articles of Incorporation or these By-Laws, before or after the date and time stated in the notice.

SECTION 2. A Trustee's attendance at or participation in a meeting waives any required notice to him of the meeting unless the Trustee objects.

SECTION 3. A Trustee who is present at a meeting of the Board of Trustees or a committee of the Board of Trustees when corporate action is taken is deemed to have assented to the action taken unless he objects as provided.

ARTICLE XI. FISCAL YEAR

The fiscal year of the Church shall begin on the 1st day of January and end on the thirty-first day of December in each year.

ARTICLE XII. CORPORATE SEAL

The Board of Trustees may provide a corporate seal which, if provided, shall be circular in form and shall have inscribed thereon the name of the Church, the state of Incorporation, and the words "Corporate Seal."

ARTICLE XIII. AMENDMENTS

SECTION 1. Unless applicable law, the Articles of Incorporation, these By-Laws, the Members or the Board of Trustees requires a greater vote, an amendment to this Church's By-Laws must be approved by the Board and by the Members.

SECTION 2. If the Board initiates an amendment to the By-Laws, the Board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

SECTION 3. The Church shall give notice to its Members of the proposed Membership meeting in writing in accordance with Section 4 of Article III.

SECTION 4. If the Board or the Members seek to have the amendment approved by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

ARTICLE XIV. SECTION 501(c)(3) STATUS

SECTION 1. Notwithstanding any other provision of these Bylaws, the purposes for which the Church is organized are exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

SECTION 2. This Church is organized exclusively for charitable, religious, and educational purposes.

SECTION 3. No part of the net earnings of the Church shall inure to the benefit of or be distributable to its Members, Trustees, officers, or other private persons, except that the Church shall be authorized and empowered to pay reasonable compensation for services rendered.

SECTION 4. Upon the dissolution of the Church, the Board of Trustees shall dispose of all the assets of the Church exclusively for the purposes of the Church in such manner as the Board of Trustees shall determine.

The foregoing By-Laws of Main Street Community Church (Articles I through XIV), are hereby certified to be a true copy of the By-Laws adopted by the Trustees of Main Street Community Church and effective as of the

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