Global Church of God amends its bylaws,
amendment empowers council of elders

ARTICLE III

NONPARTISAN ACTIVITIES

This corporation has been formed under the California Nonprofit Religious Corporation Law for the purposes described hereinbelow at Article IV, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication and dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

The corporation shall not, except for an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in these by-laws.

ARTICLE IV

OBJECTIVES AND PURPOSES

We, after much fasting and prayer, have agreed to covenant with God and with one another in the formation of a new Christian Church. The legal name of this body is to be called: "Global Church of God." We now declare the major doctrines of this Church to be those held by the Worldwide Church of God under the pastorship of Mr. Herbert W. Armstrong at the time of his death, January 16, 1986.

Our purpose will be:

(a) To preach the gospel of the Kingdom of God and the name of Jesus Christ (Mark 1:14, Matthew 24:14), to all nations as a witness;

(b) To feed the flock and to organize local church congregations to provide for the spiritual and material needs of our members as God makes it possible (I Pet. 5:1-4);

(c) To preach the end-time prophecies and to warn the English speaking nations and all the world of the coming Great Tribulation (Matthew 24:21).

Subsections (a) and (c) in this article shall be carried out via the publishing of magazines, booklets, newsletters and papers and by broadcasting the message via electronic media, and audio and video cassettes as God provides the means for so doing.

The work of the Church will be directed from one central Headquarters. We believe in and will practice the Biblical form of church government which is hierarchical. A Council of Elders has been established. This Council is to meet at least three times annually and is to give advice and counsel to the Presiding Evangelist of the Church on all issues concerning doctrine, church organization, and all major plans and programs. A free and open, receptive atmosphere is intended so that the Church will move forward in its mission as led by Jesus Christ, the living Head of the Church, and under the immediate direction of the Presiding Evangelist, with input from all Church members through the Council of Elders.

ARTICLE V--COUNCIL OF ELDERS

In accordance with the objectives and purposes of the Global Church of God, a COUNCIL OF ELDERS (whose overall functions and responsibilities are included below) has been established by the Board of Directors pursuant to Article IV.

SECTION I. POWERS

(1) To meet at least three times annually, to assess and guide the overall direction of the Work and all major projects of the Church.

(2) To have final authority over ALL major doctrinal issues. A consensus of at least 90 percent of the members of the full Council would be required to change any major doctrine.

(3) To be responsible to ensure that no illegal or criminal action or gross immoral behavior or spiritual departure from established doctrine of the Church is practiced by the Presiding Evangelist; and in the event of such misconduct to convene the full Council of Elders and by a consensus of 90 percent of the full Council demand the resignation of the Presiding Evangelist who would disqualify himself by such behavior. This is not to be construed as authority to remove such person for a misdemeanor or minor doctrinal error.

(4) To be responsible also to ensure that no illegal or criminal action or gross immoral behavior or spiritual departure from established doctrine of the Church is practiced by any other member of the Council of Elders; and in the event of such misconduct, such member could be removed by the Presiding Evangelist with the concurrence of two-thirds of the Full Council of Elders. Additionally, if a Council member is found to be of a divisive spirit, ecclesiastically determined by the Council of Elders, such member may be removed by the Presiding Evangelist upon concurrence of two-thirds of the full council.

(5) To be responsible for choosing the successor to the Presiding Evangelist in case of death, removal, or clinically established physical or mental incapacity. The Presiding Evangelist may chose to nominate a successor. However, the Council of Elders has the authority to override said nominee by a consensus of 75 per cent or more of the full Council.

(6) To choose a successor Presiding Evangelist by a 75 per-cent consensus in the event of the full Council overriding the Presiding Evangelist's nominee or in the absence of a nominee.

SECTION 2. TERM OF SERVICE

Ministers or Elders on the Board of Directors are appointed as permanent members of the Council of Elders. The remaining Council members are appointed for a two-year term by the Board.

SECTION 3. MEETINGS

The Council of Elders shall meet at least three times each year, at times and places designated by the Board of Directors. Special meetings may be called at any time by the Presiding Evangelist or any three members of the Board of Directors, or by any four members of the Council. All meetings of the Council shall be conducted on notice given in accordance with Section 7 Article VIII hereof.

ARTICLE VI

DEDICATION OF ASSETS

The properties and assets of this nonprofit corporation are irrevocably dedicated to religious purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to religious purposes, provided that the receiving organization is dedicated to the exempt purposes as specified in Internal Revenue Code Section 501(c)(3).

ARTICLE VII

MEMBERSHIP

Members of the Board of Directors shall constitute the membership of the corporation of the Global Church of God.

ARTICLE VIII--DIRECTORS

SECTION 1. POWERS

(a) General corporate powers. The business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

(b) Specific powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(i) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation.

(ii) Make appointments to the Council of Elders.

(iii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting or meetings, including annual meetings.

(iv) Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.

(v) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS

Currently there are seven members of the Board: Roderick C. Meredith, Donald E. Davis, Shyrel A. Meredith, J. Edwin Pope, Raymond F. McNair, Carl E. McNair, and Larry R. Salyer. Roderick C. Meredith is the founder of The Global Church of God, and shall, so long as he is alive, able to serve, and wishes to do so, serve as Presiding Evangelist, Chief Executive Officer and Chairman of the Board of the Corporation, subject to Article V hereof.

It is the intent of the members of the Board that the number of directors may be eventually increased by majority consensus of the Board.

SECTION 3. VACANCIES

(a) Events causing vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death or resignation of any director, (ii) disqualification and removal in accordance with article V, by the Council of Elders, and (iii) the declaration by resolution of the Board of Directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a legally imposed duty under the California Nonprofit Corporation Law, or (iv) an increase of the authorized number of directors.

(b) Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the chairman of the board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the chairman of the board may accept the resignation immediately. The board may select a successor to take office when the resignation becomes effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs.

(c) Vacancies--how filled. The chairman or any member of the board may nominate a director or directors at any time to fill any vacancy or vacancies. The appointed nominee must be approved by 75 per-cent of the full board.

(d) No vacancy on reduction of number of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

(e) Term of service for members of the Board. Except for the chairman, members of the board shall serve until (i) resignation, (ii) death, (iii) removal by 75 per-cent of the full board, or (iv) removal by the Council of Elders in accordance with article V hereof.

SECTION 4. PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time-to-time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meetings, or if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 4, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by the full board, either before or after the meeting. If consents are given, they shall be filed with minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.

SECTION 5. ANNUAL MEETING

The Board of Directors shall hold a regular annual meeting in the second quarter of the calendar year for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall be required.

SECTION 6. SPECIAL MEETINGS

Authority to call. Special meetings of the Board of Directors for any purpose may be called at any time upon notice given by the chairman of the board or the president, or any vice-president, the secretary, or any four directors. In order to conduct business, a majority of the full board[,] existing at the time, must be present.

SECTION 7. NOTICE OF MEETINGS

(a) Manner of giving [notice]. Notice of the time and place of the special meetings shall be given to each director by one of the following methods: (i) by personal delivery or written notice; (ii) by first-class mail, postage paid; (iii) by telephone communication, either directly to the director or to a person at the director's office who would reasonably be expected to communicate such notice promptly to the directors; (iv) by telegram, charges prepaid; (v) by fax; or (vi) by electronic mail. All such notices shall be sent to the director's address or telephone number as shown on the records of the corporation.

(b) Time requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least one week before the time set for the meeting. Notices given by personal delivery, telephone, telegraph, fax, or electronic mail shall be delivered, telephoned, given to the telegraph company, faxed, or sent by electronic mail at least 48 hours before the time set for the meeting.

(c) Notice contents. The notice shall state the time and place for the meeting.

SECTION 8. EMERGENCY MEETINGS

Emergency meetings may be called by the chairman of the board without notice, provided waiver procedures of section 9 are complied with.

SECTION 9. WAIVER OF NOTICE

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

SECTION 10. QUORUM

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article VIII. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

SECTION 11. ADJOURNMENT

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 12. NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

SECTION 13. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as an [sic] unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

SECTION 14. FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable.

ARTICLE IX--COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS

The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:

(a) take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members' approval.

(b) fill vacancies on the Board of Directors or in any committee;

(c) fix compensation of the directors for serving on the board or on any committee;

(d) amend or repeal bylaws or adopt new bylaws;

(e) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) appoint any other committee of the Board of Directors or the members of these committees;

(g) expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected; and

(h) approve any transaction (1) to which the corporation is a party and one or more directors have a material financial interest; or (2) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.

SECTION 2. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article VIII of these bylaws, concerning meetings of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE X--OFFICERS

SECTION 1. OFFICERS

The officers of the corporation shall be a chairman of the board and chief executive officer, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article X. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board.

SECTION 2. ELECTIONS OF OFFICERS

Roderick C. Meredith shall serve as chairman of the board and chief executive officer during his lifetime, unless he resigns or is unable to serve, subject to Article V hereof. All other officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article X, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS

The Board of Directors may appoint, and may authorize the chairman of the board or the president or another officer to appoint, subordinate officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time-to-time by the Board of Directors.

SECTION 4. REMOVAL OF OFFICERS

Subject to Article VIII, Section 2 hereof, and subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the board, or except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.

SECTION 5. RESIGNATION OF OFFICERS

Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice, at the option of the President. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 6. VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.

SECTION 7. RESPONSIBILITIES OF OFFICERS

(a) Chairman of the Board. The Presiding Evangelist shall preside over all meetings of the Members, of the Board of Directors and of the Council of Elders, and shall function as the chairman of the board, and he shall exercise and perform such other powers and duties as may be from time-to-time assigned to him by the Board of Directors or prescribed by the bylaws. If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the corporation and shall have the powers and duties prescribed in paragraph (b), below.

(b) President. Subject to such supervisory powers as may be given by the Board of Directors to the chairman of the Board, the president shall, subject to the control of the Board of Directors, generally supervise and direct the business and the officers of the corporation. In the absence of the chairman of the board, he shall preside at all meetings of the Members, of the Board of Directors, and of the Council of Elders. He shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

(c) Vice Presidents. In the absence or disability of the chairman or president, vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents 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 or the chairman of the board.

(d) Secretary. The secretary shall attend to the following:

(i) Book of minutes. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and members, with the time and place of holding, whether regular, special, or emergency and if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members' meetings, and the proceedings of such meetings.

(ii) Notices, seal and other duties. The secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by the bylaws to be given. He shall keep the seal of the corporation in safe custody. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

(e) Chief financial officer. The chief financial officer shall attend to the following:

(i) Books of account. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times.

(ii) Deposit and disbursement of money and valuables. The chief financial officer shall deposit all money 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; shall disburse the funds of the corporation as may be ordered by directors, whenever they request it, and give an account of all of his transactions as chief financial officer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

(iii) Bond. If required by the Board of Directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.

ARTICLE XI--INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

SECTION 1. DEFINITIONS

For the purpose of this Article,

(a) "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 foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation.

(b) "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and

(c) "expenses" include, without limitation, all attorney's fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.

SECTION 2. SUCCESSFUL DEFENSE BY AGENT

To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If any agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification.

SECTION 3. ACTIONS BROUGHT BY PERSON OTHER THAN THE CORPORATION

Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION

(a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.

(b) Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:

(i) The determination of good faith conduct required by Section 5 below, must be made in the manner provided for in that section; and

(ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

SECTION 5. DETERMINATION OF AGENT'S GOOD FAITH CONDUCT

The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:

(a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.

(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:

(i) the Board of Directors by a majority consensus of a quorum consisting of directors who are not parties to the proceeding;

(ii) the affirmation by consensus (or written consent in accordance with Article VIII, Section 10) of a majority of the members represented and affirming at a duly held meeting at which a quorum is present (which affirmation by consensus also constitutes a majority of the required quorum).

(iii) the court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation ore the agent or the attorney or other person rendering a defense of the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.

SECTION 6. LIMITATIONS

No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(iii), in any circumstances when it appears:

(a) That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

SECTION 7. ADVANCE EXPENSES

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

SECTION 8. CONTRACTUAL RIGHTS OF NONDIRECTORS AND NONOFFICERS

Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.

SECTION 9. INSURANCE

The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent or [sic] 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 this corporation would have the power to indemnify the agent against that liability under the provisions of this section.

SECTION 10. FIDUCIARIES OR CORPORATE EMPLOYEE BENEFIT PLAN

This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

ARTICLE XII

SECTION 1. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS

The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State, the original or a copy of the articles and bylaws as amended to date.

SECTION 2. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form.

SECTION 3. INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

SECTION 4. ANNUAL REPORT

The corporation shall provide to the directors[,] within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail:

(1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(3) The revenue or receipts of the corporation, both unrestricted and restricted to participate [sic] purposes, for the fiscal year.

(4) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

(5) Any information required by California Corporations Code Section 6322.

ARTICLE XIII--CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.

ARTICLE XIV--AMENDMENT

These bylaws may be adopted, amended, or repealed by the board of directors.

CERTIFICATE OF SECRETARY:

I, the undersigned, certify that I am the presently elected and acting secretary of Global Church of God, a California Nonprofit Religious corporation, and the above bylaws, consisting of 18 pages, are the bylaws of this Corporation as adopted at a meeting of the Board of Directors held on May 8, 1995, in the City of San Diego, State of California.

Dated: [no date indicated]
Secretary: [no name indicated]