Articles of Incorporation

ARTICLES OF INCORPORATION
OF
AFRICA CENTER FOR MENTORSHIP (ACM)

(A non-profit charitable organization)

The undersigned, the undersigned natural person of the age of eighteen (18) years or more acting as the incorporator of a corporation under the Texas Non-Profit Corporation Act, adopts the following Articles of Incorporation for the corporation:

ARTICLE ONE

The name of the corporation will be Africa Center for Mentorship.

ARTICLE TWO
Non-Profit

The Corporation is a nonprofit organization.

ARTICLE THREE
Duration

The period of duration of the organization shall be perpetual.

ARTICLE FOUR
Purpose

The corporation is organized exclusively for charitable, educational, religious and medically related purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. These activities include but are not limited to:

A. To train and equip people of character and integrity, whereby they may effectively impact the lives of others and make every Christian a committed disciple of Christ.

B. To prepare Christian leaders for missions, effective servant leadership, and other works of service; and

C. To promote community health development for needy people in the world’s underserved areas.

Not withstanding any other provisions of these Articles of Incorporation, the corporation may not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 ( c ) (3) of the Internal Revenue Code and its regulations as they now exist or as they may be hereafter amended, or by an organization, contributions to which are deductible under Section 170( c )(2) of the Internal Revenue Code and regulations as they now exits or as they may hereafter be amended.

This organization is organized pursuant to the Texas Non-Profit Corporation Act, and does not contemplate pecuniary gain or profit to the member thereof and is organized for non-profit purposes.

ARTICLE FIVE

The corporation shall have voting members in persons of the members of the governing board. An election can take place in the case of a delinquent or vacant office or a need to change a member of the board for reasons deemed fit by 2/3 majority of the voting members.

ARTICLE SIX
Limitation of Powers

No part of the net earnings of the corporation inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code.

ARTICLE SEVEN
Dissolution

Upon the dissolution of the corporation, assets shall be distributed for Youth for Christ within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose. A Court of competent Jurisdiction shall dispose of any such assets not so disposed of in the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.


ARTICLE EIGHT
Initial Registered Office and Agent

The street address of the initial registered office of the corporation will be 3909 Swiss Avenue #175, Dallas, Texas 75204, and the initial registered agent at that address will be Bitrus Cobongs. The Post Office Box address of the corporation will be P. O. Box 710338 Dallas, Texas 75371. This shall be the official mailing address of the corporation.

ARTICLE NINE
Board of Directors

The first Board of Governors of the corporation shall be initially comprised of five Governors and they shall hold such position until their successors have been elected and qualified. The board shall also consist of a chairman, who shall conduct all meetings, treasurer and secretary. The names and addresses of the Governors who will constitute its initial Board of Governors are:

Bitrus Cobongs 3909 Swiss Avenue #175, Dallas, TX 75204
Tel. 214-823-5485 bcobongs@hotmail.com
Founder & President

Lamela Lakorok 3300 E. Palm Dr. Apt. #416, Fullerton, CA 92831. Tel. 714-572-1174 Lulakorok@msn.com
Co-founder & Vice President

Rev. Jeremiah Gado 200 Emory Lane, Columbia SC, 29212
Tel. 803-732-0271 jmgado@aol.com
Chairman of Board of Directors

Ms. Helen Bako 17621 East 17 Street #18B, Tustin, CA 92780 Tel. 714-734-8305 bakohe@aol.om
Member- Board of Directors

Mrs. Tricia Hahn 2919 South First Street, Kirksville, MO 63501 Tel. 660-665-1773 khahn@truman.edu
Treasurer

The number of governors may be increased or decreased from time to time by amendment, or in the manner provided in the bylaws.


ARTICLE TEN
By-Laws

The by-laws of the corporation shall be adopted by its Board of Directors. The power to appeal the by-laws or to adopt new by-laws shall be vested in the Board of Directors.

ARTICLE ELEVEN

The name and address of the incorporator is: D. Ronald Allen C.P.A 17300 N. Dallas Parkway Suite 2040, Dallas, TX 75248 Tel. 972-381-1212 Fax: 972-381-1211

STATE OF TEXAS (Documented)


Part 11. Activities and Operational Information

Ministry Narrative

The ministry was organized to provide and to attempt to fulfill the vast void of quality leadership and training to the Christian church in the continent of Africa, with special emphasis on theological training, mentoring youths, community education, health care and pastoral leadership. ACM will partner with other local training organizations and local churches to fulfill the biblical mandate to reach the world for Jesus Christ. The African Church is growing very rapidly, and there is a tremendous need for trained and better equipped Christian leaders to lead the church in the 21 first century.

The ministry will for all practical purposes be an outstanding source of encouragement and training for the Christian youth in Africa. The ministry primarily plans to focus on three areas of concern, the lack of trained Christian leadership, lack of basic community health needs and to prepare other Christian leaders for missionary endeavors. The primary goal of ACM will be to strengthen and empower the African church by equipping the youth, women and Church leaders with skills for service.

Analysis of Need

ACM Inc., has discovered that most children finish Primary and High schools without career guidance and the motivation to help them pursue their dreams. Since most women in Africa are disadvantaged educationally, they need some basic skills and knowledge to help them cope with the challenges of widowhood and raising families. In the area of Church ministry, the U.S. Center for World Mission estimates that 86% of pastors and church leaders in rural Africa have no formal theological or pastoral training. ACM seeks to equip pastors through seminars, with the tools necessary for effective discipleship and mentorship.

Simply establishing a church without making provision for its health shackles the life of the congregation. Church growth without making provision for church health through trained pastoral leaders is biblically inadequate and ineffective. ACM plans for healthy church growth through supplying essential ministry training to their untrained pastors. The organization will attempt to provide this leadership and training in the following ways:


Activity #1: Leadership Development (30%).

ACM will coordinate the development of Christian leaders in the local church. The development will take place by the sponsoring of pastors/leaders conferences. In these conferences, pastors and leaders will be taught godly principles of Christian leadership in ministry. The fundamental purpose of this activity is to make sure that pastors are equipped with the necessary skills to lead their churches effectively.

ACM will serve as a training and resource center to develop Christian leaders among the Christian leadership of the African churches. A variety of activities will be done to accomplish the goal. The majority of the conferences will be targeted to pastors, youth leaders, women leaders and children’s ministry leaders.

Other activities that will accomplish the goal will include-.

• Additional leadership conferences
• Personal development seminars
• Small group counseling models
• Church consulting
• Counsel on various aspects of spiritual leadership
• Research of churches and the geographic locations will be performed to analyze the areas of need to be addressed
• Strategy development and counsel for pastors, local churches and denominational and youth leaders.
• Develop printed material to strengthen the ministries of pastors.
Trained pastors and volunteer experts in the area of leadership and organizational development will perform these activities.

Activity # 2: Discipleship/ Evangelism Training (40%)

ACM seeks to build godly servant-leaders with the character, vision, and skill to build other leaders, which fulfills the biblical model of true discipleship. (2 Timothy 2:2). The goal of this activity is to provide a Christ-centered comprehensive and practical understanding of our identification with Jesus, the Christ. We seek to equip mentors in the application of this identification in one’s life and the mentee, and provide an environment that enhances personal experience of this truth. The training program includes seminars, teaching and training with a staff sponsor.
ACM will evangelize by embarking on personal evangelism and other soul-winning activities (method of soul winning may not be given to public in some cases for security reasons). Evangelization of people groups that have not heard the word of God will be our main evangelism focus in some areas of Africa. ACM will establish biblical models of discipleship through training, these activities will include, but not limited to:

• Bible Teaching,
• Establishing resource center (library) for pastors
• Adult literacy
• Youth Recreational activities
• Computer training
• E-mail services
• Crisis Pregnancy ministry

Trained pastors and professions in theological and relevant fields will perform these activities.

Activity #3: Health Development (30%)

The primary task of this portion will be providing information as to the low level of adequate health care in the world’s underdeveloped countries and the distribution of medical supplies to those countries. ACM’s goal is to provide assistance to those without access to healthcare, particularly providing care for HIV/AIDS carriers and patients. This will be accomplished by taking medical specialists to those in need as an expression of Christian discipleship and humanitarian concern. The goal of this activity is to improve the access to health care for the needy.
These activities will include but not limited to:

• Transporting medical supplies to needed areas
• Rotating doctors on two -three week trips to provide health care to rural areas with no means of medical attention.
• HIV/AIDS Awareness campaigns
• Assist with efforts to construct hospitals in the rural areas of Africa
• Distribute other humanitarian aid
• Provide community development and children’s ministry programs.

Trained medical volunteers of the organization will perform these activities.

Activity #4: Education

The organization plans to establish relationships with Churches, Educational institutions and individuals to help the organization offer quality education to children in Primary and High schools. Volunteer teachers will provide tutorial sessions for pupils and students. The organization will enlist the services of professional teachers in achieving this goal.

What are or will be the organization’s sources of financial support?

List in order of size.

• General Public
• Local Churches
• Christian Para-church organizations
• Missions Organizations


BY-LAWS OF
AFRICA CENTER FOR MENTORSHIP, INC.

These Bylaws (referred to as the “Bylaws”) govern the affairs of Africa Center for Mentorship, Inc. a nonprofit corporation (referred to as the “Corporation”) organized under the Texas Non-Profit Corporation Act (referred to as the “Act”).


ARTICLE ONE
OFFICES

1.01. Principal Office. The principal office of the Corporation in the State of Texas shall be located at 3909 Swiss Avenue #175, Dallas, TX 75204. The Corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board may from time to time change the address of the principal office of the Corporation.

1.02. Registered Office and Registered Agent. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.

ARTICLE TWO
PURPOSES

2.01. Organizational Purposes. The Corporation will seek to make an investment in the lives of youths through the continent of Africa, empowering them to live qualitative Christian lives and reproduce devoted disciples of Jesus Christ. The Corporation’s activities will include but not be limited to training and equipping people of character and integrity, whereby they may effectively impact the lives of others, producing committed disciples of Christ who will be prepared for missions and other works of service, and to promote community health development for needy people in the world’s underserved areas. The Corporation is organized exclusively for charitable, religious, and educational purposes. The Corporation may engage in any activities, which further its purpose.


ARTICLE THREE
MEETINGS

3.01. Annual and Regular Meetings. Beginning in 2002, the Board of Directors shall hold an annual meeting of the Corporation during the month of August on such day and at such time that the Board of Directors designates. At the annual meeting, the Corporation shall elect directors and officers as the need arises and shall transact any other business that may come before the meeting. If, in any year, the election of directors and officers is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Board of Directors shall call a special meeting of the directors as soon thereafter as possible to conduct the election of directors.

3.02. Special Meetings. Special teleconference meetings of the Directors may be called by the President, the Chairperson of the Board of Directors, or not less than one-third (1/3) of the individual directors currently in office.

3.03 Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting. If not designated otherwise, the meeting shall be held at the registered office of the Corporation in Texas. Members of the Board of Directors may participate in a meeting by means of a telephone conference or similar media. Participation in a meeting by these means constitutes presence in person at a meeting.

3.04. Notice of Meetings. Written or printed notice of any meeting of the Board of Directors shall be delivered to each director not less than ten (10) days before the date of the meeting. The notice shall state the place, day, and time of the meeting and the general purposes for which the meeting is called. The Board of Directors may dispense with the giving of the notice specified in this Section: (1) if oral notice of any subsequent meeting is given during the course of the annual meeting or any special meeting; or, (2) if the President convenes a special meeting for any purpose which the President deems to be an emergency. If all of the directors meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.

3.05. Quorum. A majority of the directors present at any meeting of the Board of Directors shall constitute a quorum.


ARTICLE FOUR
BOARD OF DIRECTORS

4.01 Management of the Corporation. The Board of Directors of shall manage the affairs of the Corporation delegated to its President.

4.02 Number, Qualifications and Tenure of Directors. The number of directors shall be no more than nine (9). Each director shall serve until his or her successor is designated as provided herein.

4.03 Nomination of Directors. At any meeting at which the election of a director occurs, a director may nominate a person with the secondment of any other director.

4.04 Vacancies. Concerning any vacancy occurring in the Board of Directors, and any director position to be filled by the Board of Directors. A vacancy shall be filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board of Directors, or it is a sole remaining director. A director elected for the un-expired term of the predecessor in office shall complete the term of that predecessor.

4.05 Removal of Directors. The Board of Directors may vote to remove a director at any time with good cause. Good cause for removal of a director shall include the unexcused failure to attend three (3) consecutive meetings of the Board of Directors. A meeting to consider the removal of a director may be called and noticed following the procedures provided in these Bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda. At the meeting, the Board of Directors shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by the majority vote of the remaining Board of Directors at any meeting in which there is a quorum.

4.06 Advisory Directors. The Corporation shall have an Advisory Board of Directors (“Advisory Directors”) which shall consist of five (5) members. The Advisory Directors shall have no voting authority. The Advisory Directors shall provide advice, support, and guidance to the Corporation’s Board of Directors and shall promote the Corporation in the Corporation’s efforts to achieve its stated goals. The Advisory Directors need not be members of the Corporation and may not necessarily meet in order to function as such.

ARTICLE FIVE
OFFICERS

5.01. Officer Positions. The officers of the Corporation shall be a Chairman, President, Vice-President, Secretary, and Treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. The same person, except the offices of President and Vice President, may hold any two or more offices.

5.02. Election and Term. The Board of Directors, at the regular annual meeting of the Board of Directors, shall elect the officers of the Corporation as the need arise. Officers shall continue to serve as long as they are committed to the mission of the Corporation. Each officer shall hold office until a successor is duly selected and qualified.

5.03. Removal . The Board may remove an officer at any time. In the event of the death, removal from office or resignation of an officer, a successor to fill such vacancy shall be elected by the Board. An officer shall serve for the un-expired portion of the term.

5.04. Vacancies. The Board of Directors for the un-expired portion of that officer’s term may fill a vacancy in any office.

5.05. Chairman. The Chairman shall be the chief executive officer of the Corporation. The Chairman shall preside at all meetings of the Board of Directors at which he/she shall be present; he/she shall have general charge and supervision of the assets and affairs of the Corporation; he/she may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation; and, in general, he/she shall perform all duties incident to the office of a president of a corporation, and such other duties as are from time to time assigned to him/her by the Board.

5.06. President. The President shall be the chief operating officer of the Corporation. The President shall supervise and control all of the business and affairs of the Corporation. The President may execute any deed, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. He/She shall represent the Corporation as the chief executive officer. However, the President shall not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute. The President shall perform other duties prescribed by the Board of Directors and all duties incident to the office of President.

5.07. Vice-President. The Vice-President shall perform all of the duties of the President when the President is unavailable.

5.08. Treasurer. The Treasurer shall:


a) Have charge and custody of and be responsible for all funds and securities of the Corporation.
b) Receive and give receipts for monies due and payable to the Corporation from any source.
c) Deposit all monies in the name of the Corporation in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Directors or President.
d) Write checks and disburse funds to discharge obligations of the Corporation. The Treasurer or President shall sign all corporate checks.
e) Maintain the financial books and records of the Corporation.
f) Prepare financial reports at least annually. Perform other duties as assigned by the President or by the Board of Directors.
g) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
h) Perform all duties incident to the office of Treasurer.


5.09. Secretary. The Secretary shall:


a) Give all notices as provided in the Bylaws or as required by law.
b) Take minutes of the meetings of the Board of Directors and keep the minutes as a part of the corporate records.
c) Maintain custody of the corporate records and the seal of the Corporation.
d) Affix the seal of the Corporation to all documents as authorized.
e) Keep a register of the mailing address of each director, officer and employee, if any, of the Corporation.
f) Perform duties as assigned by the President or by the Board of Directors.
g) Perform all duties incident to the office of Secretary.

5.10 Compensation. There shall be no compensation paid to any officers of the Corporation except when the President serves the Corporation as a staff according to the purposes of the Corporation. In such instance, the Board of Directors shall decide the amount for the compensation of the President. The Board of Directors shall decide the compensation of employees of the Corporation. Such staff/employees must be serving in the field (under Country Director).


ARTICLE SIX
COMMITTEES

6.01. Establishment of Committees. The Board of Directors may adopt a resolution establishing one or more committees, delegating specific authority to a committee, and appointing or removing members of a committee. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the President its power to appoint and remove members of a committee. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by the Bylaws or otherwise imposed by law.

6.02. Authorization of Specific Committees. The Board of Directors shall define the specific activities and scope of authority of each committee by resolution.

6.03. Notice of Committee Meeting. Written or printed notice of a committee meeting shall be delivered to each member of a committee not less than two (2) days before the date of the meeting. The notice shall state the place, day and time of the meeting, and the purpose or purposes for which the meeting is called. A committee meeting may be called by oral communication (example, by telephone communication). At least one-half (½) of the committee members must be present at such orally called meeting. One-half (½) of all of the committee’s members must be present at the meeting in order to constitute a quorum for the purpose of transacting the business of the committee. Committees shall try to take action by consensus. However, the vote of a majority of the committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee.


ARTICLE SEVEN
EXECUTIVE DIRECTOR

7.01. Employment of Executive Director. The Executive Director shall be the holder of the office of President. In the event that Founder and President of the Corporation relinquishes office, the Board shall employ an Executive Director to be the Corporation’s Chief Executive Officer to implement and execute Board policies, and supervise and manage business affairs of the Corporation.

7.02. Functions of Executive Director. The Executive Director shall propose the organizational structure of the Board, which shall approve the structure and permanent personnel positions. The Executive Director will organize the structure of the Board, which shall approve the structure and permanent personnel positions. The Executive Director shall have authority and responsibility to hire, dismiss, evaluate and otherwise supervise the employees of the Corporation. He/she shall manage the office and develop programs, which fulfill the Corporation’s mission and long-range goals. The Executive Director shall submit a proposed annual budget to the Board, and shall report monthly to the Board about the status of the Corporation’s operations and programs. He/she shall provide other reports requested by the Chairman or Board.

ARTICLE EIGHT
FINANCE

8.01. Checks, Drafts, Etc. The Treasurer, or his designee, and another officer of the Corporation shall unless otherwise provided by resolution of the Board, sign all checks, drafts and orders for the payment of money, notes, and other evidences of indebtedness issued in the name of the Corporation in an amount of $1,000 or above. The Treasurer, or his/her designee, or another officer shall sign all checks, drafts, and/or orders below $2,000 and all payroll checks.

8.02. Annual Financial Statement. There shall be prepared annually a full and correct financial statement of the Corporation, which shall include a balance sheet and a statement of operations for the preceding fiscal year. The financial statement shall be submitted at the annual meeting of the Board and, within twenty (20) days after the meeting, placed on the file at the Corporation’s principal office. Such statement shall be prepared at the direction of the Board. If no executive officer is so designated, it shall be the duty of the President to prepare or cause to be prepared such statement.

8.03. Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise provided by the Board of Directors.

ARTICLE NINE
TRANSACTIONS OF THE CORPORATION

9.01. Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. The authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

9.02. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of Directors selects.

9.03. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, state law, and any requirement for maintaining the Corporation’s federal and state tax returns.

9.04. Potential Conflicts of Interest. No member of the Board of Director may use his or her position to profit personally at the expense of the Corporation. No member of the Board shall vote on any matter in which such Director, parent, spouse, child, partner, employer or similar related business entity has a direct, substantial interest in any property or business that would be specifically, directly or substantially affected by such action. The Board may establish additional reasonable policies to protect against any conflict of interest that could be detrimental to the Corporation

9.05. Prohibited Acts. As long as the Corporation is in existence, and except with prior approval of the Board of Directors, no Director, officer, or committee member shall:

a) Do any act in violation of the Bylaws or a binding obligation of the Corporation.
b) Do any act with the intention of harming the Corporation.
c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
d) Receive an improper personal benefit from the operations of the Corporation.
e) Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of the Corporation.
f) Wrongfully transfer or dispose of corporate property, including intangible property such as good will.
g) Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation’s business.
h) Disclose any of the Corporation’s information not generally known to the business community to any person not authorized to receive it.


ARTICLE TEN
BOOKS AND RECORDS


10.01. Books and Records. The Corporation shall keep correct and complete books and recordings of its accounts, transactions and minutes of the proceedings of it Board. Also include in said records will contain a copy of the Corporations application for tax-exempt statue (IRS Form 1023), copies of the organization’s IRS information and/or tax returns, and a copy of the Articles of Incorporation, By-Laws, and Amendments. The books and records of the Corporation may be in written form or in another form that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. All books and records of the Corporation may be inspected by any Director or his other agents or attorney for any proper purpose at any reasonable time. Representatives of the Internal Revenue Service may inspect these books and records as necessary to meet the requirements relating to federal tax form 990. All books and records of the Corporation shall be available to the public for inspection and copying to the fullest extent of the law.

10.02. Inspection and Copying. Any Director or officer of the Corporation may inspect and receive copies of all books and records of the Corporation that are required to be kept by the Bylaws. Such a person may inspect or receive copies if a person has a proper purpose related to the person’s interest in the Corporation and if the person submits a request in writing. A person entitled to inspect the Corporation’s books and records may do so at a reasonable time no later than sever (7) working days after the Corporation’s receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation’s books and records.

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

11.01. Bonds. The Board may require any officer, agent or employee of the corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his/her duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.

11.02. Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

11.03. Amendments. Any provision contained in these bylaws may be amended or repealed at any meeting of the Board.


ARTICLE TWELVE
INDEMNIFICATION

12.01. Generally. The Corporation shall indemnify each director, officer, agent or employee, present or former, to the maximum extent permitted by law against all cost and expense reasonably incurred by or imposed upon him/her in connection with any action, suit, or proceeding in which he/she may be involved by reason of him/her being or having been a director, officer, agent or employee. The foregoing right of indemnification shall not be exclusive of other rights to which any such director or officer may be entitled as a matter of law.

12.02. Insurance. The Corporation shall have the power to purchase directors’ and officers’ liability insurance on behalf of any such person who is or was a director or officer of the Corporation.

ARTICLE THIRTEEN
DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose. A Court of Competent Jurisdiction shall dispose of any such assets not so disposed of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. Otherwise, Youth for Christ shall be the sole inheritor of the assets of the Corporation.