Constitution

CODE OF REGULATIONS

OF

XENOS CHRISTIAN FELLOWSHIP

Article 1: Name, Office, and Purpose

Section 1. Name. The name of the Corporation is Xenos Christian Fellowship.

Section 2. Offices. The principal office of the Corporation shall be in the City of Macedonia, Summit County, Ohio. The Corporation may also have offices at such other places as the Board of Trustees may from time to time appoint or the purposes of the Corporation may require.

Section 3. Purpose. The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, and in this connection, to organize and operate a church and conduct religious activities.

Article II: Members and Authority

Section 1. Members. The members of the Corporation (“Members”) shall be those persons who attend meetings of the Corporation, accept that Jesus Christ is the Son of God, and have personally received Jesus Christ as Lord and Savior.

Section 2. Member Dismissal. Any Member found to have participated in conduct specified in the Bible at Matthew 18:15-17 may be dismissed by the Elders from participation in and attendance at meetings.

Section 3. Meetings. Meetings of Members may be called at any time by Elders of the Corporation. Meetings shall be held at the principal offices of the Corporation, or such other location as may be designated, at such time and date as the Elders shall determine.

Section 4. Notice of Meetings. Notice, either written or oral, stating the date, time, and place shall be given by the Elders calling the meeting.

Section 5. Voting. Each Member shall be entitled to one vote upon any matter properly submitted to the Members for a vote. All matters that come to a vote by the Members shall be approved by a majority of the votes cast, unless the Articles of Incorporation or these Regulations provide otherwise.

Article III: Trustees.

Section 1. Qualifications. The Board of Trustees shall be comprised of Elders and Deacons with the majority of the Trustees being Elders. All Trustees shall be dedicated to advancing and promoting the purposes of the Corporation set forth in the Articles of incorporation, and shall meet the qualifications set forth in the Bible at 1 Timothy 3.

Section 2. Number. Term of Office and Selection. The authorized minimum number of Trustees shall be three (3) Trustees. The current Trustees shall serve for a term of two (2) years. Trustees shall be re-elected by a majority vote of the Board of Trustees and Deaconry at the annual meeting of such Trustees and Deacons. The Board of Trustees shall announce the name(s) of Elder(s) being considered for re-election and give Members a minimum of 30 days to comment about such Elders.

The Board of Trustees shall select new candidates for the position of Elder from among Members who satisfy the biblical requirements for eldership. After a probationary period of 90 days, the Board of Trustees will decide whether to nominate a Member as an Elder candidate. If nominated, an Elder candidate will be announced to Members of the Corporation for consideration. Members will have a minimum of thirty (30) days to provide comments about the Elder candidate, after which the Board will vote on whether to recognize the candidate as an Elder.

Section 3. Removal. A Trustee may be removed at any time by a majority vote of the Board of Trustees when the Trustees, in their judgment, deem that removal would be in the best interest of the Corporation.

Section 4. Vacancies. Vacancies in the Board of Trustees shall be filled by the remaining Trustees for the balance of the term of the removed, resigned or deceased Trustee. Any vacancy occurring for any reason shall be filled within sixty (60) days of the occurrence of the vacancy.

Section 5. Annual Meeting. Generally, the Board of Trustees shall hold its annual meeting at 8:00 p.m. on the first Friday of February each year at a location within the State of Ohio as shall be determined by the Board. The purpose of the annual meeting of the Board of Trustees shall be to elect Elders or Deacons, if necessary, receive reports and recommendations from Elders and Deacons of the Corporation, and to consider and act upon any other matter that is necessary or appropriate for action by the Board of Trustees of the Corporation.

Section 6. Notice of Meetings. No other notice of the annual meeting shall be required, with the notice in Section 6, above, being sufficient.

Section 7. Quorum: Adjournment. At any meeting of the Trustees, two-thirds (2/3) of the Trustees then in office and present at the meeting shall constitute a quorum, provided, however, that no action required by law, by the Articles of Incorporation or by these Regulations to be authorized or taken by a designated proportion of the Trustees may be authorized or taken by a lesser proportion, and provided, further, that the Trustees present thereat, whether or not a quorum is present, may adjourn such meeting from time to time. If any meeting is adjourned, notice of such adjournment need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting.

Section 8. Voting. Each Trustee shall be entitled to one vote upon any matter properly submitted to the Trustees for a vote. At any meeting at which a quorum is present, all matters which come to a vote by the Trustees shall be approved by a majority of the votes cast, unless the Articles of Incorporation or these Regulations provide otherwise.

Section 9. Action Without A Meeting. Any action which may be authorized or taken at a meeting of the Trustees may be authorized or taken without a meeting by the affirmative written vote and approval of all of the Trustees. The written responses authorizing the action shall be filed with or entered upon the records of the Corporation.

Article IV: Elders

Section 1. Authority and Duties. Subject to the provisions of Article I, and in accordance with Hebrews 13:17, 1 Peter 5:2-3, 1 Timothy 3:1-7, Acts 6:4, and Titus 1:5-9, the Elders shall have the general supervision and charge of the operation, property, affairs, and finances of the Corporation. Without limiting the generality of the foregoing, the Elders shall:

(a) Insure that the staff of the Corporation is maintaining high standards regarding their ethical and professional responsibilities;

(b) Provide general supervision over the programs, property, affairs, staff and finances of the Corporation;

(c) Employ, evaluate, and review the functions and performance of all employees of the Corporation;

(d) Develop policies and guidelines for mutual and consistent guidance and operation of the Corporation; and

(e) Exercise such other powers as are necessary, appropriate, and consistent with law, the Bible, the Articles of Incorporation and this Code of Regulations of the Corporation.

Section 2. Removal. A Trustee may be removed at any time by a majority vote of the Board of Trustees when the Trustees, in their judgment, deem that removal would be in the best interest of the Corporation.

Article V: Deacons.

Section 1. Purpose. The main purpose of a Deacon is to serve as a leader of the Corporation as designated by the Board of Trustees.

Section 2. Selection and Qualifications. Deacons shall satisfy the qualifications set forth in the Bible at 1 Timothy 3:8-13. Members who satisfy such biblical requirements for the office of Deacon shall be nominated by Members, and approved by the affirmative vote of a majority of Members. Upon majority vote of the Board of Trustees, the nominee shall be recognized as a Deacon.

Section 3. Term of Office. Removal. Each Deacon shall hold office for one year, and may be re-elcted by the majority vote of the Members and Elders. Any Deacon may be removed at any time by a majority vote by the Board of Trustees when the Trustees, in their judgment, deem that removal would be in the best interest of the Corporation.

Section 4. Board of Trustee. A Deacon can hold the position of Trustee if elected by a majority vote of the Board of Trustees.

Article VI: Fiscal Year

The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.

Article VII: Prohibition Against Sharing in Corporate Earnings.

No Member, Trustee, Deacon, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets. Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, testing for public safety, literary or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may be amended or to a governmental body or agency to be used exclusively for the purposes of the Corporation as stated in its Articles of Incorporation, or in the event such purposes cannot be fulfilled, designated public purposes.

Article VIII: Exempt Activities.

Notwithstanding any other provision of these Regulations, no Member, Trustee, Deacon, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may be amended, or by any organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they may be amended.

Article IX: Amendments.

Section 1. By Trustees. The Board of Trustees shall have power to make, alter, amend and repeal the Code of Regulations of the Corporation by affirmative vote of a majority of the Board, provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law.

Article X. Books. Records and Accounts.

The Corporation shall keep correct and complete books and records. The Corporation may also keep minutes of the proceedings of the Members, the Board of Trustees and committees of the Board of Trustees. All funds of the Corporation shall be deposited in an account or accounts credited to and in the name of the Corporation, and no disbursements therefrom shall be made except upon checks or withdrawal orders bearing the signature or signatures specified by resolution of the Board.