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BYLAWS

OF

[NAME OF CHURCH]

An Arizona Nonprofit Religious Corporation__________

ARTICLE I

LOCATION OF OFFICES

The name of this corporation is [Name of Church]. It is a Arizona nonprofit religiouscorporation with principal offices in [City of Church], [State of Church].

ARTICLE II

CHURCH STRUCTURE

This church has been incorporated in the State of Arizona for legal purposes, butsaid incorporation shall, in no way, interfere with the spiritual organization of thelocal church as defined more specifically in Faith and Practice, as adopted byEvangelical Friends Church Southwest, as the same may be modified from time totime ("Faith and Practice"). If there is any discrepancy between Faith and Practiceand this document, the terms contained in Faith and Practice shall be controlling.

God only has one will. When the members or elders do not agree, someone isconfused, and obviously it is not God. Therefore, as is more specifically set forth inFaith and Practice, it is the practice of this church to make decisions byConsensus, after prayerful consideration. Nothing in these Bylaws is meant tomodify this practice, which is designed to arrive at an agreement as to what the willof God is in any particular matter; references herein to "voting" simply set forth theminimum legal requirements to be followed.

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ARTICLE III

DEFINITIONS

The church has an historical method of operations, and uses terms that may differfrom those commonly used by other churches. In addition, as noted above, thepractice of the church is to use a method of making decisions that the churchbelieves will best lead to determining the will of God, which is not always easilydescribed in legal terminology. The following is provided to clarify the terms thatmay be used in this document.

Section 3.1 Clerks. The church officer referred to as the Clerk of Ministry andCounsel or Chair of the Elder Board holds the office that might, in otherorganizations, be referred to as the Chair of the Board. The Clerk of the Meeting,sometimes referred to as the Presiding Clerk, chairs the meetings of members. The Recording Clerk might, in other organizations, be referred to as the Secretary.

Section 3.2 Consensus. This refers the Substantial Unity about a businessmatter that emerges after prayerful discussion of the issue. Sometimes, it is calledthe sense of the meeting (see below). Consensus in Friends business differsfrom its secular counterpart in that the Holy Spirit brings the group to a sense ofdiscerning God’s will rather than finding mere human compromise.

Section 3.3 EFCSW. Evangelical Friends Church Southwest is the legalname of the denomination to which this church belongs. It was originally California Yearly Meeting of Friends Church, and later changed to Friends ChurchSouthwest Yearly Meeting.

Section 3.4 Ministry and Counsel (Elders/Board of Elders). Ministry andCounsel is the collective gathering of the church leaders, which might, in otherorganizations, be described as the board of directors. It is also referred to in thesebylaws as the board of elders.

Section 3.5 Representatives. These are the delegates assigned from eachlocal church to conduct the business of EFCSW. They meet jointly at least once ayear and serve as the final authority for business decisions.

Section 3.6 Sense of the Meeting. A synonym for Consensus in decision-making, with the understanding that the perception of unity comes from God’sguidance and not from human compromise. In Friends business meetings theClerk of the Meeting, or the Clerk of Ministry and Counsel or Chair of the ElderBoard, tries to discern and state the sense of the meeting following prayerfuldiscussion by the participants, but before calling for approval of the action.

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Section 3.7 Stand Aside.Decisions do not need to be unanimous, but they doneed Substantial Unity. Those who disagree with an action, but who are in theminority, may stand aside, that is, they may allow the action to be adopted withouttheir agreement.

Section 3.8 Substantial Unity. This is the measure of unity necessary toapprove any decision in a Friends meeting for business. It does not meanunanimous, but it does mean that the overwhelming majority of the group isstrongly united in believing the proposed action is God’s will.

Section 3.9 Yearly Meeting. The Yearly Meeting is the highest unit ofauthority in the structure of Friends business meetings, the annual meeting of theRepresentatives. The term also refers to the geographical area where EFCSWchurches are located. Occasionally it is used for the Friends denominationalheadquarters for a given region.

ARTICLE IV

PURPOSE

This corporation is a nonprofit religious corporation and is not organized for theprivate gain of any person. It is organized under the Arizona Nonprofit CorporationAct exclusively for religious purposes. The specific purposes for which thiscorporation is organized are religious ones, to wit: To create, establish, andoperate an Evangelical Friends Church under the ultimate direction of EvangelicalFriends Church Southwest, including without limitation, to proclaim Christ, to bringpeople to know him, to take Christ into the world, to provide a place for publicworship, religious training and education where this can occur, and to otherwiseencourage and aid the growth, nurture, and spread of the Christian religion, and torender Christian service, both material and spiritual to the sick, the aged, thehomeless and the needy, as the Lord directs. In carrying out such purposes, toserve the Evangelical Friends Church Southwest, its congregations, institutions,agencies, and members, to contribute or otherwise assist these and othercorporations, organizations, and institutions carrying on such activities which areconsistent with the purposes of this corporation, and to take such other actionsassisting the work of Evangelical Friends Church Southwest as are consistent withthese purposes. To acquire by purchase or gift, such property whether real orpersonal to facilitate the foregoing purposes, and to have and exercise all otherpowers, rights and privileges granted by the State of Arizona. The recital of thesepurposes as contained in this paragraph is intended to be exclusive of any and allother purposes, this corporation being formed for such religious purposes only.

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ARTICLE V

MEMBERSHIP

Section 5.1 Members.

The members of this corporation shall consist of those who have complied with therequirements set forth in Section 5.2 of this Article, have properly presentedthemselves for membership in accordance with the procedures determined by theElders, and who have been enrolled as members on the membership roster. Noperson may hold more than one membership.

Membership in this corporation shall not vest in any member any distributions fromthe corporation during the existence of the corporation but shall only entitle themember to participate in meetings of the members. Membership shall not betransferable by any member, nor shall membership vest to any personalrepresentative, heir or devisee.

Section 5.2 Requirements for Membership.

To be a member, an individual must meet the qualifications for membership as setforth in Faith and Practice; specifically, the individual must:

a. declare and demonstrate his/her faith in Christ Jesus as his/herpersonal Savior and Lord;

b. be in agreement with the teachings of faith taught in the Scripturesand held by Evangelical Friends Church Southwest;

c. agree, to the best of his or her ability, to meet the expectations ofmembers;

d. endeavor to attend worship regularly and participate in othermeetings of the church;

e. contribute cheerfully to the expenses of the church and for thespreading of the Gospel to the world;

f. serve with their time, talent and spiritual gifts in ministry to others asGod instructs, watching over others in care and prayer and offering and when theyare in sickness or distress;

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g. seek to be loving and courteous in speech, be slow to take offense,and be always ready for reconciliation; always ready to cooperate with theleadership of their church and the proceedings of Evangelical Friends ChurchSouthwest;

h. endeavor to maintain regular times of personal prayer and Biblestudy, provide their children with Christian instruction, and seek the salvation ofothers;

i. endeavor to live above reproach in the world; be just in their dealingsand exemplary in their conduct, and avoid practices harmful to their personalwitness and to the testimony of their church; and

j. if the member moves beyond commuting distance from this church,seek the Lord's guidance about uniting with another church where he/she can carryout the spirit of this fellowship and the principles of God's Word.

Section 5.3 Removal of Members.

Membership of any member shall cease upon the happening of any of the followingevents:

a. The member's death;

b. The member's resignation or letter of transfer;

c. The determination by the Board of Elders that said member hasceased to maintain an active involvement in the affairs of the corporation (e.g.nonattendance at church activities for 12 months or more), or is spirituallydisqualified. Any member so removed has the right to appeal in the mannerdescribed in Article XI of these Bylaws and the guidelines outlined in Faith andPractice.

Section 5.4 Discipline of Member.

All members of the local church, by applying for membership, have agreed tosubmit themselves to church discipline as defined by the New TestamentScriptures. Church discipline shall be pursued by this corporation as necessary tofulfill its purpose as a New Testament church. Such church discipline may result insuch consequences as loss of participation in business meetings, removal frommembership, and as a last resort, disfellowshipping of the disciplined individual. See Article XI of these Bylaws and the guidelines outlines in Faith and Practice.

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Section 5.5 Place of Meetings.

Notwithstanding anything to the contrary in these Bylaws, any meeting whetherregular, special or adjourned of the members of this corporation may be held at anyplace within or without Arizona which has been designated by the Board of Elders("Elders").

Section 5.6 Regular Annual Meetings.

The regular annual meeting of the members shall be held at the principal office ofthe corporation (as the same shall be from time to time designated in the minutesof the Elders) at [Time of meeting] on [the first Sunday in September] of each year, ifnot a legal holiday and if a legal holiday, then on the next succeeding Sunday not alegal holiday. The Elders may designate a different time, date and/or location, inwhich case notice must be given in the manner specified for special meetings. Atthe regular annual meeting, the members shall consider reports of the affairs of thecorporation, and transact such other business as may properly be brought beforethe meeting, including but not limited to:

a. Approval of Elders of the corporation to serve for the ensuing year anduntil their successors are selected and qualified;

b. Approval of the Clerk of Meeting;

c. Approval of the annual budget; and

d. Affirmation of the nominations for other offices.

Section 5.7 Special Meetings.

Special meetings of the members may be called at any time by order of theRecording Clerk, or of two or more members of the Board. If a member wishes torequest a special meeting, this request must be submitted to the Board of Eldersfor approval.

Section 5.8 Notice of Meetings.

Notice of meetings of members must be announced at a regular church service atleast seven (7) days before the time fixed for holding the meeting. If determined tobe appropriate by the Board, written notice of meetings of members may also begiven personally or by mailing by first class, registered or certified mail, to eachmember, at his last known address, postage prepaid, a notice of the meeting atleast ten (10) days but not more than sixty (60) days before the time fixed for holdingthe meeting.

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Notice of any meeting of members shall specify the place, the day and the hour ofmeeting, and, in the case of a special meeting, the general nature of the businessto be transacted. Only business, the general nature of which is specified, mayoccur at a special meeting.

Section 5.9 Quorum.

At all meetings of the members, whether regular, special or adjourned, thosepresent in person at the meeting shall constitute a quorum for the transaction ofbusiness, except that for a quorum to be present the Clerk of the Meeting must alsosense that there is a substantial representation and unity to discuss and reachConsensus on the items for which the meeting was specified.

Section 5.10 Adjournments.

Any business which might be done at a regular meeting of the members may bedone at a special or at an adjourned meeting. If the Clerk of the Meeting sensesthat no quorum is present at any meeting of the members, such meeting may beadjourned by those present from day to day or from time to time until a quorum isobtained or the Clerk of the Meeting senses that there is a substantialrepresentation and unity to discuss and reach Consensus on the items for whichthe meeting was specified. In that case, no notice need be given of the adjournedmeeting.

Section 5.11 Waiver and Consent.

The transaction of any meeting of members, however called or noticed shall be asvalid as though conducted at a meeting duly held after regular call and notice, if theClerk of the Meeting senses that a quorum is present, and if either before or afterthe meeting, each of the members, not present in person, signs a written waiver ofnotice or a consent to the holding of such meeting, or an approval of the minutes ofthe meeting.

Any action that may be taken at a meeting of the members, may be taken without ameeting if authorized by a writing signed by all the members who would be entitledto participate in the business of the meeting for such purpose, and filed with theRecording Clerk of the Corporation.

Section 5.12 Participation in Business Meetings.

Business meetings are to be held in the spirit of worship, seeking to perceive andto do God's will. Time is permitted for careful consideration and participation bymembers present. When it seems to the Clerk of the Meeting that the meeting has

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reached a decision, he or she will state what appears to be the "sense of themeeting." The Clerk of the Meeting will ask for a verbal approval and if it isapproved, such approval will be recorded in the minutes. Actions are approved onlywhen the group can proceed in Substantial Unity.

If the Clerk of the Meeting senses a time of unproductive discussion, he or she maycall for a time of quiet prayer. The item may be postponed or referred to acommittee if there is still not a sense of unity.

If a minority of the members disagree with the majority, they may choose to "standaside", in order to allow the meeting to reach a decision. We believe in bothindividual and corporate guidance; yet corporate guidance takes precedence overindividual guidance in discerning the Consensus or sense of the meeting.

Only persons whose names stand on the membership records of the corporationon the day of any meeting of members shall be entitled to participate in thedecision making process of such a meeting. From time to time, non-membersmay have voice during the discussion but may not participate in the decisionmaking process of such a meeting.

Participation privileges of a member may be disallowed by the Elders if it is foundthat the member has ceased to be active or if the member has become subject tochurch discipline, or has otherwise ceased to qualify as a member as set forth inSection 5.2 of this Article. Any disputed case shall be decided by the Elders, givingconsideration to these elements.

Section 5.13 Proxies.

Every member entitled to participate or execute consents must be present at thetime of the meeting. No proxies are allowed.

Section 5.14 Powers Reserved To The Members.

In addition to any powers of the members specifically set forth in these Bylaws orreserved to the members by the Arizona Nonprofit Corporations Act, the followingactivities: Calling or dismissing the Pastor, approving the annual budget,purchasing or selling real estate property, approving major building projects,incurring long-term indebtedness, and incurring of debts in excess of$________.00, either secured or unsecured, may not be contracted or incurred bythe Elders, unless and until submitted to the members for affirmation, at a meeting,duly called and held. These essential business actions, along with any othersspecifically listed in Faith and Practice require affirmation by the members.

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ARTICLE VI

ELDERS(Ministry and Counsel)

Section 6.1 Powers.

Subject to limitations of the Articles and these Bylaws and of pertinent restrictions ofthe Arizona Revised Statutes, all the activities and affairs of the corporation shall beexercised by or under the direction of the Board of Elders (also known as Ministryand Counsel). Without prejudice to such general powers, but subject to the samelimitations, it is hereby expressly declared that the Board shall have the followingpowers in addition to the other powers enumerated in these Bylaws:

a. To select and remove all the officers, agents and employees ofthe corporation, prescribe such duties for them as may not be inconsistent with law,with the Articles of Incorporation, or with these Bylaws, fix the terms of their officesand their compensation and in their discretion require from them security for faithfulservice.

b. To make disbursements from the funds and properties of thecorporation as are required to fulfill the purposes of this corporation as are morefully set out in the Articles of Incorporation, and generally to conduct, manage andcontrol the activities and affairs of the corporation and to make rules andregulations not inconsistent with law, with the Articles of Incorporation or with theseBylaws, as they may deem best.

c. To adopt, make and use a corporate seal and to alter the form ofsuch seal from time to time as they may deem best.

d. To borrow money and incur indebtedness for the purposes of thecorporation and to cause to be executed and delivered therefor, in the corporatename, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,hypothecations, or other evidences of debt and securities therefor.

e. To the extent permitted by the exempt status of the organization, tocarry on a business at a profit and apply any such profit that results from thebusiness activity to any activity in which it may legally engage.

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Section 6.2 Number of Elders.

The authorized number of Elders of the corporation shall be not less than four (4)and not more than _________ (_), with the exact number to be determined fromtime to time by the Elders until changed by an amendment of the Articles of Incor-poration or by an amendment to these Bylaws. The number may be changed by theaffirmation or written assent of the members entitled to participate.

Section 6.3 Selection and Tenure of Office.

The Pastor shall serve as an Elder by virtue of his/her position. Thirty-Three percent(33%) of the remaining Elders shall be selected at each annual meeting of themembers. Each selected Elder shall serve for a period of three (3) years and untila successor has been selected and qualified. If an annual meeting is not held orthe Elders are not selected at such meeting, the Elders may be selected at anyspecial meeting of members held for that purpose.

No selected Elder shall serve more than two full consecutive terms without asabbatical of at least one year.

Section 6.4 Qualifications.

Each Elder must be a member of the Church in good standing and be called of Godto spiritual leadership as an elder (see Ephesians 4:12). Each Elder must alsomeet the spiritual qualifications of an elder as set forth in 1 Timothy 3:1-13; Titus1:5-9, and must sign a statement that he/she believes, without reservation, in thebiblical beliefs of this corporation, and will evidence this belief in his/her daily life. Violation of this provision is grounds for removal.

Section 6.5 Removal of Elders.

An Elder may be removed from office if any of the following has been found to haveoccurred:

a. The Elder misses three (3) or more consecutive board meetingsor three (3) meetings in a calendar year without cause.

b. The Elder becomes physically incapacitated or the Consensus ofthe Board is that he or she is no longer able to serve.

c. The Consensus of the Board is that he/she has becomespiritually unqualified to serve.

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d. An undisclosed and/or unapproved conflict of interest is found toexist between the Elder and the corporation.

e. The Elder is found to have engaged in activities that are directlycontrary to the interests of the corporation.

f. The Elder is found to be engaged in the misrepresentation of thecorporation and its policies to outside third parties, either willfully, or on a repeatedbasis.

g. A Consensus is reached by the Elders who meet thequalifications set forth in Section 6.4 determine that the Elder has not continued tomeet these qualifications.

Before any such removal occurs, the Elder will be advised of the allegation and thebasis for the same, and will be given an opportunity to present any contraryevidence, or explanation he or she may have to the Board. The need for removalmust be the Consensus of all of the Elders other than the Elder being removed.

Any Elder so removed has the right to appeal to a group of persons identified inArticle XI of these Bylaws.

Section 6.6 Resignation of Elders.

Any Elder may resign effective upon giving written notice to the Clerk of Ministry andCounsel or Chair of the Elder Board, the Pastor, or the Recording Clerk of theBoard, unless the notice specifies a later time for the effectiveness of theresignation.

If the resignation is to take effect at some future time, a successor may be selectedbefore such time, to take office when the resignation becomes effective.

Section 6.7 Vacancies.

Vacancies in the Board shall be filled in the same manner as the Elder(s) whoseoffice is vacant was selected, provided that vacancies to be filled by the Elders maybe filled by Consensus of the remaining Elders (after having received therecommendation of the Nominating Committee), although less than a quorum, orby a sole remaining Elder, and providing further, that the Elders may fill any vacancythat occurs more than six (6) months before a regular members meeting. EachElder so selected shall hold office until the expiration of the term of the replacedElder and until a successor has been named and qualified.

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A vacancy or vacancies in the Board shall be deemed to exist in case of the death,resignation or removal of any Elder, or if the authorized number of Elders isincreased.

The Board may declare vacant the office of an Elder who has been declared ofunsound mind by a final order of court, or convicted of a felony, or has been foundby a final order or judgment of any court to have breached any duty arising under theArizona Nonprofit Corporation Act.

No reduction of the authorized number of Elders shall have the effect of removingany Elder prior to the expiration of the Elder's term of office.

Section 6.8 Place of Meetings.

Notwithstanding anything to the contrary provided in these Bylaws, any meeting(whether regular, special or adjourned) of the Board of Elders of the Corporationmay be held at any place within or without Arizona that has been previouslydesignated for that purpose by resolution of the Board of Elders or by the writtenconsent of all the members of the Board. If no place has been designated, then themeetings will be held at the principal executive office of the corporation.

Section 6.9 Regular Meetings.

Regular meetings of the Board shall be held without call or notice immediately afterthe adjournment of each annual meeting of members.

Section 6.10 Special Meetings.

Special meetings of the Board of Elders may be called at any time by order of theClerk of Ministry and Counsel or Chair of the Elder Board, of the Pastor, of theRecording Clerk, or of two or more of the Elders.

Section 6.11 Notice of Special Meetings.

Special meetings of the Board shall be held upon four days notice by first classmail or a forty-eight hour notice given personally or by telephone, including a voicemessaging system or other system or technology designed to record andcommunicate messages, telegraph, facsimile, electronic mail, or other electronicmeans. The notice shall be addressed or delivered to each Elder or at the Elder'saddress as it is shown upon the records of the corporation or as may have beengiven to the corporation by the Elder for purposes of notice or, if such address is notshown on such records or is not readily ascertainable, at the place at which themeetings of the Elders are regularly held.

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Section 6.12 Quorum.

Except as otherwise provided herein, a majority of the authorized number of Eldersshall constitute a quorum except when a vacancy or vacancies prevents suchmajority, whereupon a majority of the Elders in office shall constitute a quorum,provided such majority shall constitute either one third of the authorized number ofElders or at least two Elders, whichever is larger, or unless the authorized numberof Elders is only one, and provided further, that for a quorum to be present the Clerkof Ministry and Counsel or Chair of the Elder Board must also sense that that theElders present can proceed in Substantial Unity to discuss and reach Consensuson the items for which the meeting was specified. A majority of the Elders present,whether or not a quorum is present, may adjourn any meeting to another time andplace. Except as the Articles of Incorporation, these Bylaws and the ArizonaNonprofit Corporation Act may provide, the act or decision done or made by amajority of the Elders present at a meeting duly held at which a quorum is presentshall be the act of the Board of Elders, provided, however, that any meeting at whicha quorum was initially present may continue to transact business notwithstandingthe withdrawal of Elders, if any action taken shall be approved by at least a majorityof the required quorum for such a meeting, or such greater number as is requiredby the Articles, these Bylaws or by law.

Section 6.13 Participation in Meetings by Conference Telephone.

Elders may participate in a meeting through use of conference telephone,electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to thisSection constitutes presence in person at that meeting as long as all Eldersparticipating are able to hear one another. Participation in a meeting through use ofelectronic video screen communication or other communications equipment (otherthan conference telephone) pursuant to this Section constitutes presence in personat the meeting so long as all Elders participating in the meeting can communicatewith all of the other Elders concurrently, each Elder is provided the means ofparticipating in all matters before the board, including the capacity to propose, or tointerpose an objection to, a specific action to be taken, and the corporation adoptsand implements some means of verifying that the person communicating bytelephone, electronic video screen, or other communications equipment is an Elderor other person entitled to participate in the board meeting, and that all actions ofthe board are taken or cast only by the Elders and not by persons who are notElders.

Section 6.14 Waiver of Notice.

Notice of a meeting need not be given to any Elder who signs a waiver of notice or awritten consent to holding the meeting or an approval of the minutes thereof,

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whether before or after the meeting, or who attends the meeting without protesting,prior to the meeting or at its commencement, the lack of notice to such Elder. Allsuch waivers, consents and approvals shall be filed with the corporate records ormade a part of the minutes of the meetings.

Section 6.15 Adjournment.

A majority of the Elders present, whether or not a quorum is present, may adjournany Elders' meeting to another time and place. Notice of the time and place ofholding an adjourned meeting need not be given to absent Elders if the time andplace is fixed at the meeting adjourned, except as provided in the next sentence. Ifthe meeting is adjourned for more than 24 hours, notice of any adjournment toanother time or place shall be given prior to the time of the adjourned meeting tothe Elders who were not present at the time of the adjournment.

Section 6.16 Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without ameeting if all Elders individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as an agreement made byConsensus of the Board and shall be filed with the minutes of proceedings of theBoard.

Section 6.17 Rights of Inspection.

Every Elder shall have the absolute right at any reasonable time to inspect and copyall books, records and documents of every kind and to inspect the physical proper-ties of the corporation of which such person is an Elder, for a purpose reasonablyrelated to that person's interest as an Elder.

Section 6.18 Fees and Compensation.

Elders (as such) shall not receive compensation for their services as Elders. Elders may receive a reasonable allowance for personal services actually renderedpursuant to resolution passed with Substantial Unity at a regular or special meetingof the members; reimbursement for expenses as may be fixed or determined by theBoard. Elders may serve the organization in some other capacity for whichcompensation is paid.

ARTICLE VII

COMMITTEES

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Section 7.1 Official Board Committees.

Committees of the Board may be appointed by resolution upon Consensus of thewhole Board. Committees shall be composed of two or more members of theBoard, and shall have such powers of the Board as may be expressly delegated toit by resolution of the Board of Elders, except they may not:

a. Authorize distributions;

b. Approve or recommend to members any action for which theArizona Nonprofit Corporation Act also requires members' approval;

c. Fill vacancies on the Board or on any committee;

d. Adopt, amend or repeal Bylaws;

e. Fix the compensation of directors for serving on the Board ofElders or any committee of the Board.

Any committee may be designated an Executive Committee or by such other nameas the Board shall specify. The Board shall have the power to prescribe themanner in which proceedings of any committee shall be conducted. In theabsence of any such prescription, the committee shall have the power to prescribethe manner in which its proceedings shall be conducted. Unless the Board or thecommittee shall otherwise provide, the regular and special meetings and otheractions of the committee shall be governed by the provision of this Article applicableto meetings and actions of the Board. Minutes shall be kept of each meeting ofeach committee.

Section 7.2 Other Committees.

Other committees may be appointed to make recommendations, to carry outspecific responsibilities, or to otherwise help in the administration and operation ofthe corporation. These Committees may be overseen by an Elder who will beappointed by resolution of the Board of Elders; additional individuals serving on theCommittee may be recommended by the Nominating Committee and approved bythe Elders and need not be Elders but should, except in unusual cases, bemembers of the Corporation who have been approved by the Elders and affirmedby the members. Other Committees may not act in place of the Board, but shallreport back to the Board. The Board has the responsibility of determining whetherany committee matters should be brought to the members.

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Section 7.3 Standing Committees. The following are standing committees ofthe church; unless specifically noted, these committees may be other committees(e.g. cannot act in the place of the Board, but must report back to the Board). Individuals to serve on each committee, may be recommended either by themembers or the Elders to the Nominating Committee. The Nominating Committeeshall, after review as set forth below, recommend a proposed list of committeemembers to the Board. The Board shall, after prayerful consideration, approve theindividuals to serve on each committee, and their names shall then be submitted tothe congregation for affirmation at the annual meeting of members:

a. Nominating Committee. The Nominating Committee is made upof the Pastor, and ____ members, all of whom must be members in good standingof the church and collectively represent a variety of ages and interests. With theexception of the Pastor, membership on the Nominating Committee is for a periodof one year; an individual may not serve more than two (2) consecutive termswithout a break from service of at least one year.

This committee is important to the spiritual vitality of the church and is to functionthroughout the year as openings occur in the offices and committees.

Members of the Nominating Committee, in consultation with the Pastor, shallprayerfully consider people’s gifts and skills. Note: as a vital member of theNominating Committee, the Nominating Committee must not meet unless thePastor is present. The committee reviews the responsibilities of each positionbeing discussed and evaluates each nominee’s willingness to serve. TheNominating Committee then submits the list of nominees for the various positionsto the Board of Elders.

The Nominating Committee shall make recommendations for each StandingCommittee, for the Elders/Ministry and Counsel, for the Church Officers, and for theYearly Meeting Representatives who do not serve by virtue of their position.

b. Missions Committee. The Missions Committee shall be madeup of any number of members agreed upon by the Board, all of whom aremembers in good standing of the church. Membership on the Missions Committeeis for a period of three years; an individual may not serve more than two consecutiveterms without a break from service of at least one year.

One member of the committee will be selected to serve as the chairperson for anunspecified time, and another member will be selected to record their meetingminutes. The committee will work closely with the Elders to draft and oversee themissions portion of the churches annual budget. The committee will seek to keepmissions and the missionary mandate of Matthew 28:18-20 before thecongregation.

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c. Property and Finance Committee. The Property and FinanceCommittee shall be made up of the Treasurer, plus three or more additionalmembers, all of whom are members in good standing of the church. Except for theTreasurer, who shall serve by virtue of his/her office, one-third of the committeeshall be appointed each year for a three-year term; an individual may not servemore than two consecutive terms without a break from service of at least one year.

The committee shall act according to the authority given to it by the Elders andthese bylaws.

The Property and Finance Committee will prepare an annual budget and submit itto the Board of Elders, who after prayerful consideration shall finalize and submitthe annual budget to the congregation for affirmation at the annual meeting ofmembers. The Property and Finance Committee may also recommend andprovide training in stewardship, administer fund-raising programs and encouragean emphasis on giving. They will review and document expenditures compared tothe budget. The committee will serve as consultants to Elders on salaries,retirement, insurance and other benefits paid to the pastoral staff.

ARTICLE VIII

OFFICERS

Section 8.1 Officers.

The officers of the corporation shall be a Clerk of the Meeting, a Clerk of Ministryand Counsel or Chair of the Elder Board, a Pastor, a Recording Clerk and aTreasurer. The corporation may also have, at the discretion of the Board of Elders,one or more Assistant Secretaries and such other officers as may be appointed inaccordance with the provisions of Section 3 of this Article. One person may holdtwo or more offices, except that neither the Recording Clerk nor the Treasurer mayserve concurrently as the Pastor, the Clerk of Ministry and Counsel or Chair of theElder Board, or the Clerk of the Meeting. Each officer must be a member, in goodstanding.

Section 8.2 Election. The Pastor shall automatically serve by virtue of his position. The Clerk of theMeeting must be recommended by the Nominating Committee, affirmed by theBoard of Elders, and approved by the members. Except for these and such officersas may be appointed in accordance with the provisions of Section 3 or Section 5 of

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this Article, the officers of the corporation, shall be chosen annually by, and shallserve at the pleasure of, the Board of Elders, subject to the rights, if any, of an officerunder any contract of employment. Prior to selection by the Board, the NominatingCommittee shall make recommendations to the Board for each officer position and,after selection by the Board, each officer shall be submitted to the members foraffirmation. Each officer shall be shall hold his or her office until he or she resigns,is removed, or becomes otherwise disqualified to serve, or until his or hersuccessor is elected and qualified.

Section 8.3 Subordinate Officers.

The Board of Elders may appoint, and may empower the Pastor and/or the Clerk ofMinistry and Counsel or Chair of the Elder Board to appoint, other officers as thebusiness of the corporation may require, each of whom shall hold office for suchperiod, have such authority, and perform such duties as are provided in the Bylawsor as the Board of Elders may from time to time determine.

Section 8.4 Removal and Resignation.

Any officer may be removed, either with or without cause, upon Consensus of theElders at the time in office, at any regular or special meeting of the Board, or exceptin case of an officer chosen by the Board of Elders, by any officer upon whom suchpower of removal may be conferred by the Board of Elders.

Any officer may resign at any time, without prejudice to the rights, if any, of thecorporation under any contract to which the officer is a party, by giving written noticeto the Board of Elders, or to the Pastor, or to the Recording Clerk of the corporation. The resignation shall take effect at the date of the receipt of such notice or at anylater time specified therein; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

Section 8.5 Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification, orany other cause shall be filled in the manner prescribed in the Bylaws for regularelection or appointment to such office, provided that such vacancies shall be filledas they occur and not on an annual basis.

Section 8.6 Inability to Act.

In the case of absence or inability to act of any officer of the corporation and of anyperson herein authorized to act in his or her place, the Board of Elders may fromtime to time delegate the powers or duties of such officer to any other officer, or anyElder or other person whom the Board may select.

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Section 8.7 Clerk of Ministry and Counsel or Chair of the Elder Board.

The Clerk of Ministry and Counsel or Chair of the Elder Board shall, if present,preside at all meetings of the Board of Elders, and shall exercise and perform otherpowers and duties as may be from time to time assigned to him or her by the Boardof Elders or prescribed by the Bylaws. In the absence of the Clerk of the Meeting,he or she may preside at a meeting of the members. The Clerk of Ministry andCounsel or Chair of the Elder Board may also concurrently serve as the Clerk of theMeeting if so approved by the members. The Clerk of Ministry and Counsel or Chairof the Elder Board shall automatically be a Representative to Evangelical FriendsChurch Southwest. If the Corporation does not have a Pastor, then the Clerk ofMinistry and Counsel or Chair of the Elder Board shall also have the powersotherwise given to the Pastor.

Section 8.8 Clerk of the Meeting (Presiding Clerk).

The Clerk of the Meeting will preside over the meeting of members. The Clerk ofthe Meeting may attend the meetings of the Elders/Ministry and Counsel on an exofficio basis. The Clerk of the Meeting may but need not serve concurrently as theClerk of Ministry and Counsel or Chair of the Elder Board. The Clerk of the Meetingmust be a member in good standing, evidencing spiritual maturity and spiritualdiscernment. Careful listening and humble leadership are essentialcharacteristics for this position. The Clerk of the Meeting shall automatically be aRepresentative to Evangelical Friends Church Southwest.

Section 8.9 Pastor (Senior Pastor/Lead Pastor).

The Pastor of the Church shall automatically be the officer that would be referred toas the President under Section 9213 of the Code. Subject to such supervisorypowers, if any, as may be given by the Board of Elders to the Clerk of Ministry andCounsel or Chair of the Elder Board, the Pastor shall be the Chief Executive Officerof the corporation and shall, subject to the control of the Board of Elders, havegeneral supervision, direction and control of the activities and Officers of thecorporation. In the absence of the Clerk of Ministry and Counsel or Chair of theElder Board and/or the Clerk of the Meeting, the Pastor shall preside at themeetings of the Board of Elders and members. The Pastor shall be a member ofthe Nominating Committee, and ex-officio a member of all other standingcommittees, including the Executive Committee, if any, and shall have the generalpowers and duties of management usually vested in the office of a President of acorporation, and shall have such other powers and duties as may be prescribed bythe Board of Elders or the Bylaws. The Pastor shall automatically be aRepresentative to Evangelical Friends Church Southwest.

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Section 8.10 Recording Clerk (Secretary).

The Recording Clerk shall keep, or cause to be kept, a book of minutes at theprincipal office or such other place as the Board of Elders may order, of allmeetings of the Board and its committees, with the time and place of holding,whether regular or special, and if special, how authorized, the notice thereof given,the names of those present at the Board and committees' meetings, and theproceedings thereof. The Recording Clerk shall keep, or cause to be kept, at theprincipal office in the State of Arizona the original and a copy of the corporation'sArticles and Bylaws, as amended to date.

The Recording Clerk shall give, or cause to be given, notice of all meetings of theBoard and any committees thereof required by these Bylaws or by law to be given,shall keep the seal of the corporation in safe custody, and shall have such otherpowers and perform such other duties as prescribed by the Board.

The Recording Clerk shall keep or cause to be kept, at the principal office of theCorporation, a Membership Register, or a duplicated Membership Register,showing the names of the members and their addresses.

The Recording Clerk shall also keep, or cause to be kept, a book of minutes at theprincipal office or such other place as the Board may order, of all meetings of themembers, with the time and place of holding, whether regular or special, and ifspecial, how authorized, the notice thereof, the names of those present atmeetings, and the proceedings thereof. The Recording Clerk shall give, or causeto be given, notice of all meetings of the members required by these Bylaws.

Section 8.11 Treasurer and Chief Financial Officer.

The Treasurer shall be the Chief Financial Officer of the corporation and shall keepand maintain, or cause to be kept and maintained, adequate and correct accountsof the properties and business transactions of the corporation. The Treasurer shallautomatically be a member of the Property and Finance Committee.

The books of account shall at all reasonable times be open to inspection by anyElder.

The Treasurer shall deposit all moneys and other valuables in the name and to thecredit of the corporation with depositories designated by the Board of Elders. TheTreasurer shall disburse the funds of the corporation as may be ordered by theBoard of Elders, shall render to the Pastor and the Elders, whenever they request it,an account of all of his or her transactions and of the financial condition of thecorporation, and shall have such other powers and perform such other duties asmay be prescribed by the Board of Elders.

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Section 8.12 Assistant Treasurer.

At the request of the Treasurer, or in his or her absence or disability, the AssistantTreasurer, if there be such an officer, shall perform all the duties of the Treasurer,and when so acting, shall have all the powers of, and be subject to all therestrictions upon, the Treasurer.

Section 8.13 Salaries.

The salaries of the Officers shall be fixed from time to time by the Board of Eldersand no Officer shall be prevented from receiving such salary by reason of the factthat such Officer is also an Elder of the corporation.

ARTICLE IX

REPRESENTATIVES

Representatives to the Evangelical Friends Church Southwest shall be chosenpursuant to the provisions of Faith and Practice.

The Clerk of Ministry and Counsel or Chair of the Elder Board, the Pastor, and theClerk of the Meeting shall automatically be Representatives to Evangelical FriendsChurch Southwest. Additional representatives, with the exact number to bedetermined as set forth in Faith and Practice shall be recommended by theNominating Committee, selected by the Elders, and affirmed by the members at theannual meeting.

The additional representatives shall serve for terms of three years. To the extentpossible, an equal number of Representatives will be selected each year (e.g. iftwo additional Representatives are to be selected, one will be selected the firstyear, the second the second year, and none the third year; if three additionalRepresentatives are to be selected, one will be selected each year; if four additionalRepresentatives are to be selected, two will be selected the first year, and one inthe second and third years, etc.). No elected Representative shall serve more thantwo full consecutive terms without a sabbatical of at least one year.

ARTICLE X

PASTOR

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Section 10.1 Generally.

The Bible speaks of pastors as elders, overseers, leaders and shepherds, amongother roles. They are called and gifted by Christ to lead His church and equip God'speople for works of service (Eph. 4:11-13; 1 Tom 3:1-7; Titus 1:5-9; Heb. 13:7, 17; 1Pet. 5:1-4). Jesus is the Great Shepherd and His pastors serve with Him to feedthe sheep and take care of the flock (Heb. 13:20; John 21:15-17). The whole churchis to respect pastors and elders and "hold them in the highest regard in lovebecause of their work.: ( 1Thess. 5:12-13). See Faith and Practice for furtherinformation on the role of the Pastor in the church. This may or may not be a paidposition. God gives the pastor spiritual authority through gifted ministry,persuasion, character and the power of the Holy Spirit. Through faithfulness,integrity and longevity, the pastor gains influence which adds personal authority. Through Recording or Commissioning as a Friends Minister, the churchrecognizes the pastor's God given authority to lead and influence. All of these, andmore, combine to give the pastor significant authority in the church.

A pastor will be active in pursuit of the heart of God in prayer, Bible study, Christianfellowship and other spiritual disciplines (1 Tim. 1:11-2:8, 3:1-13; Heb. 4).

Section 10.2 Recording and Commissioning.

All Recording and Commissioning of pastors to act as legal ministers of theGospel of Jesus Christ is done by Evangelical Friends Church Southwest. Thischurch may recommend individuals to Evangelical Friends Church Southwest forconsideration, and may otherwise work with Evangelical Friends Church Southwestin the training and establishing of the pastor's ministry, but shall not ordain orcommission any pastor directly.

Section 10.3 Calling and Termination.

The calling and termination of a pastor shall be done in accordance with theprovisions of Faith and Practice. Hiring of the Pastor must be approved by both theBoard of Elders and the members.

Section 10.4 Pastor (Senior Pastor/Lead Pastor).

The Pastor automatically serves as an Elder, as the President of the corporation,and as a member of each committee. As far as possible, the Pastor should bepresent at all meetings of the Elders, must be present at all meetings of theNominating Committee, and should attend most of the other major committee andministry meetings, delegating those which do not require personal attendance topastoral staff members or to other Elders. The Pastor should be kept informed of

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what is happening throughout the church. The Pastor is a Representative toEvangelical Friends Church Southwest. The Pastor shall not serve as Clerk of theMeeting, or Clerk of Ministry and Counsel or Chair of the Elder Board.

Section 10.5 Evaluation of Pastor.

At no time is the pastor to be evaluated in the light of accusations or circumstantialevidence. His ministry must always be evaluated by the verdict of revelation anddiscernment given by the Holy Spirit to the other established ministries of authority. No accusation is to be received except in the presence of two or three witnesses. This principle is necessary because of the exceeding deceitfulness of Satan'sattack against ministries.

ARTICLE XI

SETTLEMENT OF DISPUTES/CHURCH DISCIPLINE

Section 11.1 Generally.

In any dispute arising between Elders, officers, committees or staff, the disputeshall be resolved by the Board of Elders of the corporation. A decision shall bereached after prayerful consideration in a spirit of humility, with each Elderregarding one another before himself/herself.

Section 11.2 Church Discipline.

The process of confronting members in the church who err in doctrine or whoengage in conduct that violates Scripture is determined by the Elders, in themanner set forth in Faith and Practice.

Section 11.3 Settlement of Dispute/Appeal of Disciplinary Decision

If, after prayerful consideration, the Board of Elders of this corporation determinesthat it is unable to come to an agreement, if there is an irreconcilable disputearising between the Elders themselves, if the dispute is with the Elders and theindividual that is a party to the dispute remains dissatisfied with the resolution, or ifa disciplined person is dissatisfied with the discipline, the matter may be appealed,by the dissatisfied party, to the Evangelical Friends Church SouthwestSuperintendent, who shall consult, as he sees fit, with the Board of Spiritual Life toultimately decide the matter. Appeal to the Superintendent/ Board of Spiritual Lifeshall be compulsory.

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Section 11.4 Procedure.

Within two months of the decision by the Elders of the church, any party to thedispute may present a letter signed by him or her to the Evangelical Friends ChurchSouthwest Superintendent setting forth the dispute and the desired action(s) ofeach side. The method of resolving the dispute shall be determined by theSuperintendent, and may (but need not) include the Board of Elders of the churchand the Board of Spiritual Life meeting together. If the dispute is found to affect thelife and vitality of the church or churches, the Superintendent and/or the Board ofSpiritual Life may also request the involvement of the EFCSW Board of Elders in thematter.

Section 11.5 No Appeal To Court

The decision made by the Superintendent, the Board of Spiritual Life, and/or theEFCSW Board of Elders shall be final, and there shall be no appeal to any Courtfrom that decision.

Section 11.6 Dispute With Pastor.

If a dispute arises between the Pastor and Elders, the matter will be resolved in themanner set forth in Faith and Practice. This can include appeal to the Board ofSpiritual Life and, if necessary, ultimate appeal to the EFCSW Board of Elders. Anysuch action shall be taken in such a manner as is necessary to preserve thespiritual life and vitality of the church. In no event shall there be any appeal to anycourt.

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ARTICLE XII

OTHER PROVISIONS

Section 12.1 Endorsement of Documents; Contracts.

Subject to the provisions of applicable law, any note, mortgage, evidence ofindebtedness, contract, conveyance, or other instrument in writing and anyassignment or endorsement thereof executed or entered into between thiscorporation and any other person, when signed by both the Pastor and the Clerk ofMinistry and Counsel or Chair of the Elder Board, or by any one of the Pastor, orClerk of Ministry and Counsel or Chair of the Elder Board, and any one of theRecording Clerk, any Assistant Recording Clerk, the Treasurer or any AssistantTreasurer of this corporation shall be valid and binding on this corporation in theabsence of actual knowledge on the part of the other person that the signingOfficers had no authority to execute the same.

The Board of Elders, except as otherwise provided in the Bylaws, may authorize anyofficer or officers, agent or agents, to enter into any contract or execute anyinstrument in the name of and on behalf of the corporation. This authority may begeneral or confined to specific instances. Unless so authorized by the Board ofElders, and except as provided in this Section, no officer, agent or employee shallhave any power or authority to bind the corporation by any contract or agreement, orto pledge its credit, or to render it liable for any purpose or to any amount.

Section 12.2 Representation of Shares of Other Corporations.

The Pastor or any other officer or officers authorized by the Board or the Pastor areeach authorized to vote, represent and exercise on behalf of the corporation allrights incident to any and all shares of any other corporation or corporationsstanding in the name of the corporation. The authority herein granted may beexercised either by any officer in person or by any other person authorized to do soin proxy or power of attorney duly executed by the officer.

Section 12.3 Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules of constructionand definitions contained in the General Provisions of the Arizona NonprofitCorporation Act and in the Arizona Nonprofit Corporation Act shall govern theconstruction of these Bylaws; except that, to the extent permitted by law, if there isany discrepancy between Faith and Practice and the standard provisions of the

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Arizona Nonprofit Corporation Act, the terms contained in Faith and Practice shallprevail.

Section 12.4 Amendments.

These Bylaws may be amended by repeal and new and additional Bylaws may bemade from time to time at any time by Consensus of the members or by the writtenassent of the members. Subject to right of the members to amend or repeal, theseBylaws (other than a Bylaw or amendment thereof changing the authorized numberof Elders) may be amended or repealed by the Board in the exercise of the powergranted to the Board in these Bylaws. No change in the Bylaws shall be effectiveuntil also approved by the Evangelical Friends Church Southwest.

Section 12.5 Record of Amendments.

Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book ofMinutes with the original Bylaws, in the appropriate place. If any Bylaw is repealed,the fact of repeal with the date of the meeting at which the repeal was enacted orwritten assent was filed shall be stated in the Book.

ARTICLE XIII

INDEMNIFICATION OF AGENTS OF THE CORPORATION

Section 13.1 Definitions.

In this article, unless the context otherwise requires:

a. “Corporation” includes any domestic or foreign predecessor entity ofthe corporation in a merger or other transaction in which the predecessor'sexistence ceased upon consummation of the transaction.

b. “Elder” means an individual who is or was an Elder of this corporationor an individual who, while an Elder of this corporation, is or was serving at thecorporation's request as a director, officer, partner, trustee, employee or agent ofanother foreign or domestic corporation, partnership, joint venture, trust, employeebenefit plan or other entity. An Elder is considered to be serving an employeebenefit plan at the corporation's request if the Elder's duties to the corporation alsoimpose duties on or otherwise involve services by the Elder to the plan or toparticipants in or beneficiaries of the plan. Elder includes the estate or personalrepresentative of an Elder and includes ex-officio members of the board.

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c. “Expenses” include attorney fees and other costs and expensesreasonably related to a proceeding.

d. “Liability” means the obligation to pay a judgment, settlement, penaltyor fine, including an excise tax assessed with respect to an employee benefit plan,or reasonable expenses actually incurred with respect to a proceeding andincludes obligations and expenses that have not yet been paid by the indemnifiedpersons but that have been or may be incurred.

e. “Officer” means an individual who is or was an officer of thiscorporation or an individual who, while an officer of this corporation, is or wasserving at the corporation's request as a director, officer, partner, trustee, employeeor agent of another foreign or domestic corporation, partnership, joint venture, trust,employee benefit plan or other entity. An officer is considered to be serving anemployee benefit plan at the corporation's request if the officer's duties to thecorporation also impose duties on or otherwise involve services by the officer to theplan or to participants in or beneficiaries of the plan. Officer includes the estate orpersonal representative of an officer.

f. “Official capacity” means if used with respect to an Elder, the office ofElder in this corporation and, if used with respect to an officer as contemplated inSection 3.17, the office in this corporation held by the officer. Official capacity doesnot include service for any other foreign or domestic corporation or any partnership,joint venture, trust, employee benefit plan, or other entity.

g. “Outside Elder” means a Elder who, when serving as an Elder, is notor was not a compensated officer or employee of this corporation.

h. “Party” includes an individual who was, is or is threatened to be madea named defendant or respondent in a proceeding.

i. “Proceeding” means any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative and whetherformal or informal.

Section 13.2 Authority to Indemnify.

a. Except as provided in subsection d. of this section, the corporationmay indemnify an individual made a party to a proceeding because either:

1. The individual is or was an Elder against liability incurred in theproceeding if all of the following conditions exist:

(a) The individual's conduct was in good faith.

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(b) The individual reasonably believed:

(i) In the case of conduct in an official capacity with thecorporation, that the conduct was in its best interests.

(ii) In all other cases, that the conduct was at least notopposed to its best interests.

(c) In the case of any criminal proceedings, the individualhad no reasonable cause to believe the conduct was unlawful; or

2. The Elder engaged in conduct for which broaderindemnification has been made permissible or obligatory under a provision of thearticles of incorporation.

b. An Elder's conduct with respect to an employee benefit plan for apurpose the Elder reasonably believed to be in the interests of the participants inand beneficiaries of the plan is conduct that satisfies the requirement of subsectiona.1.(a) of this section.

c. The termination of a proceeding by judgment, order, settlement orconviction or on a plea of no contest or its equivalent is not of itself determinativethat the Elder did not meet the standard of conduct described in this section.

d. This corporation may not indemnify an Elder under this section either:

1. In connection with a proceeding by or in the right of thecorporation in which the Elder was adjudged liable to the corporation.

2. In connection with any other proceeding charging improperpersonal benefit to the Elder, whether or not involving action in the Elder's officialcapacity, in which the Elder was adjudged liable on the basis that personal benefitwas improperly received by the Elder.

e. Indemnification permitted under this section in connection with aproceeding by or in the right of the corporation is limited to reasonable expensesincurred in connection with the proceeding.

Section 13.3 Mandatory Indemnification.

a. This corporation shall indemnify an Elder who was the prevailingparty, on the merits or otherwise, in the defense of any proceeding to which the

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Elder was a party because the Elder is or was an Elder of the corporation againstreasonable expenses incurred by the Elder in connection with the proceeding.

b. Unless otherwise limited by Section 13.2 or subsection c. of thissection, this corporation shall indemnify an outside Elder against liability. Unlesslimited by subsection c. of this section, this corporation shall pay an outside Elder'sexpenses in advance of a final disposition of a proceeding, if the Elder furnishesthe corporation with a written affirmation of the Elder's good faith belief that theElder has met the standard of conduct set forth in Section 13.2 and the Elderfurnishes the corporation with a written undertaking executed personally, or on theElder's behalf, to repay the advance if it is ultimately determined that the Elder didnot meet said standard of conduct. The undertaking required by this subsection isan unlimited general obligation of the Elder but need not be secured and shall beaccepted without reference to the Elder's financial ability to make repayment.

c. This corporation shall not provide the indemnification or advancementof expenses described in subsection b. of this section if a court of competentjurisdiction has determined before payment that the outside Elder failed to meet thestandard of conduct set forth in Section 13.2, and a court of competent jurisdictiondoes not otherwise authorize payment. This corporation shall not delay payment ofindemnification or expenses under subsection b. of this section for more than sixtydays after a request is made unless ordered to do so by a court of competentjurisdiction.

Section 13.4 Advance for Expenses.

a. This corporation may pay for or reimburse the reasonable expensesincurred by an Elder who is a party to a proceeding in advance of final disposition ofthe proceeding if both of the following conditions exist:

1. The Elder furnishes to this corporation a written affirmation ofthe Elder's good faith belief that the Elder has met the standard of conductdescribed in section 13.2 or that the proceeding involves conduct for which liabilityhas been eliminated under a provision of the articles of incorporation; and

2. The Elder furnishes the corporation with a written undertaking,executed personally or on the Elder's behalf, to repay the advance if the Elder is notentitled to mandatory indemnification under section 13.3 and it is ultimatelydetermined that the Elder did not meet the standard of conduct.

b. The undertaking required by subsection a.2, of this section is anunlimited general obligation of the Elder but need not be secured and may beaccepted without reference to financial ability to make repayment.

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c. Authorizations of payments under this section shall be made in amanner consistent with section 10-3830 or 10-3842 of the Arizona NonprofitCorporation Act.

d. This section does not apply to advancement of expenses to or for thebenefit of an outside Elder. Advances to outside Elders shall be made pursuant tosection 13.3.

Section 13.5 Court-Ordered Indemnification.

An Elder of this corporation who is a party to a proceeding may apply forindemnification or an advance for expenses to the court conducting the proceedingor to another court of competent jurisdiction. On receipt of an application, the courtafter giving any notice the court considers necessary may order indemnificationadvances for expenses if it determines either:

a. The Elder is entitled to mandatory indemnification under section 13.3,in which case the court shall also order the corporation to pay the Elder'sreasonable expenses incurred to obtain court-ordered indemnification; or

b. The Elder is fairly and reasonably entitled to indemnification in view ofall the relevant circumstances, whether or not the Elder met the standard of conductset forth in section 13.2 or was adjudged liable as described in section 13.2,subsection d, but if the Elder was adjudged liable under section 13.2, subsection d,indemnification is limited to reasonable expenses incurred.

Section 13.6 Determination and Authorization of Indemnification.

a. This corporation may not indemnify an Elder under section 13.2unless authorized in the specific case after a determination has been made thatindemnification of the Elder is permissible in the circumstances because the Elderhas met the standard of conduct set forth in section 13.2.

b. The determination shall be made either:

1. By a majority vote of the Elders not parties to the proceeding.

2. By special legal counsel:

(a) Selected by majority vote of the disinterested Elders.

(b) If there are no disinterested Elders, selected by majorityvote of the board of Elders.

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3. By the members, but Elders who are at the time parties to theproceeding may not vote on the determination.

c. Neither special legal counsel nor any member has any liabilitywhatsoever for a determination made pursuant to this section. In voting pursuant tosubsection b of this section, Elders shall discharge their duty in accordance withthe standards of conduct set forth in section 10-3830 of the Arizona NonprofitCorporation Act.

d. Authorization of indemnification and evaluation as to reasonablenessof expenses shall be made in the same manner as the determination thatindemnification is permissible, except that if the determination is made by speciallegal counsel, authorization of indemnification and evaluation as toreasonableness of expenses shall be made by those entitled under subsection b,paragraph 2 of this section to select counsel.

Section 13.7 Indemnification of Officers.

a. This corporation may indemnify and advance expenses under thisarticle to an officer of the corporation who is a party to a proceeding because theindividual is or was an officer of the corporation as follows:

1. To the same extent as an Elder.

2. If the individual is an officer but not an Elder, to the further extent as may beprovided by a resolution of the board of Elders, or contract except for:

(a) Liability in connection with a proceeding by or in the right of thecorporation other than for reasonable expenses incurred in connection with theproceeding.

(b) Liability arising out of conduct that constitutes:

(i) Receipt by the officer of a financial benefit to which the officer is notentitled.

(ii) An intentional infliction of harm on the corporation or the members.

(iii) An intentional violation of criminal law.

b. Subsection a.2. of this section applies to an officer who is also Elder ifthe basis on which the officer is made a party to the proceeding is an act oromission solely as an officer.

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c. An officer of this corporation who is not an Elder is entitled tomandatory indemnification under section 13.3 subsection a. and may apply to acourt under section 13.5 for indemnification or an advance for expenses, in eachcase to the same extent to which an Elder is entitled to indemnification or advancefor expenses under those sections.

Section 13.8 Insurance.

This corporation may purchase and maintain insurance on behalf of an individualwho is or was an Elder or officer of the corporation or who, while an Elder or officerof the corporation, is or was serving at the request of the corporation as a director,officer, partner, trustee, employee or agent of another foreign or domesticcorporation, partnership, joint venture, trust, employee benefit plan or other entity,against liability asserted against or incurred by the individual in that capacity orarising from the individual's status as an Elder or officer, whether or not thecorporation would have power to indemnify or advance expenses to the personagainst the same liability under this article.

Section 13.9 Reports.

Any indemnification or advance of expenses to a director or officer under one of theabove sections by this corporation must be reported to the members, in writing,with or before the notice of the next meeting of members.

ARTICLE XIV

RECEIPT, INVESTMENT AND DISBURSEMENT OF FUNDS

Section 14.1 Receipt of Funds.

The corporation shall receive all monies and/or other properties transferred to it forthe purposes for which the corporation was formed (as shown by the Articles ofIncorporation). However, nothing contained herein shall require the Board of Eldersto accept or receive any money or property of any kind if it shall determine in itsdiscretion that receipt of such money or property is contrary to the expressedpurposes of the corporation as shown by said Articles.

Section 14.2 Investment of Funds.

The corporation shall hold, manage and disburse any funds or properties receivedby it from any source in a manner that is consistent with the expressed purposes ofthis corporation.

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Section 14.3 Disbursement of Funds.

No disbursement of corporation money or property shall be made until it is firstapproved by the Pastor of the corporation or by the Treasurer or by the Elders. However, the Elders shall have the authority to appropriate specific sums to fulfillthe objects and purposes for which the corporation was formed and to direct theofficers of the corporation from time to time to make disbursements to implementsaid appropriations.

Section 14.4 Instruments in Writing.

All checks, drafts, demands for money and notes of the corporation, and all writtencontracts of the corporation shall be signed by such officer or officers, agent oragents, as the Board of Elders may from time to time by resolution designate.

ARTICLE XV

CORPORATE RECORDS AND REPORTS

Section 15.1 Records.

The Corporation shall maintain adequate and correct accounts, books and recordsof its business and properties. All such books, records and accounts shall be keptat its principal place of business in the State of Arizona, as fixed by the Board ofElders from time to time.

Section 15.2 Inspection of Books and Records.

The Membership Register or duplicate Membership Register, the books of account,and minutes and proceedings of the members and the Board, and of executivecommittees of the Elders of this corporation shall be open to inspection upon thewritten demand of any member at any reasonable time, for a specifically statedpurpose reasonably related to his or her interests as a member, and shall beexhibited at any time when required by the demand of any members' meeting.

Every Elder shall have the absolute right at any reasonable time to inspect allbooks, records, documents of every kind, and the physical properties of theCorporation, and also of its subsidiary organizations, if any.

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Section 15.3 Certification and Inspection of Bylaws.

The original or a copy of these Bylaws, as amended or otherwise altered to date,certified by the Recording Clerk, shall be open to inspection by the members andElders of the Corporation at all reasonable times during office hours.

ARTICLE XVI

DISSOLUTION

Upon dissolution of this corporation, the Board of Elders shall cause the assetsherein to be distributed to Evangelical Friends Church Southwest or another relatedcorporation as directed by the Elders of Evangelical Friends Church Southwest inthe manner set forth in the Articles of Incorporation.

CERTIFICATE OF SECRETARY (Recording Clerk)

I, the undersigned, being the Recording Clerk of [Name of Church], do herebycertify that the above Bylaws were adopted as the Bylaws hereof on the___________ by the Board of Elders of said corporation in a regularly calledmeeting on the same date, to wit, the _____________. Said Bylaws are, as of thedate of this certification, the duly adopted and existing Bylaws of this corporation.[Note: if the church is existing, the bylaws may need to be approved by themembers and EFCSW as well.]

IN WITNESS WHEREOF, I have hereunto set my hand this __________.

__________________________________________________, Recording Clerk