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BY-LAWS FOR NEIGHBORLY EVANGELISM MINISTRIES ARTICLE I OFFICES The principal office of the Corporation shall be at: 5651 South Youngfield Street Littleton, Colorado 80127 The Corporation may also have offices at such other places as the Board of Directors may, from time to time, appoint or the business of the Corporation requires; provided, however, that the registered office be registered with the Secretary of the State of Colorado and the agent so registered be located at the same address, or otherwise as provided by the Board of Directors. ARTICLE II MEMBERS The Corporation does not have Members with voting or property rights. ARTICLE III BOARD OF DIRECTORS Section 1. General Powers. The property, affairs and business of the Corporation shall be managed by a Board of at least one (1) Director until such time as a greater number is provided for and duly elected. In addition to the powers expressly conferred upon it by these By-laws, the Board may exercise all such other powers as are not by statute or by the Board, the Articles of Incorporation, or by these By-laws, required to be exercised by others. Section 2. Organization. At the annual meeting of the Board of Directors the President shall act as Chairman, and the Secretary of the Corporation, or in his absence any person appointed by the Chairman, shall act as Secretary of the Board. Section 3. Number, Tenure and Qualifications. The members of the Board of Directors of the Corporation shall be natural persons at least eighteen years of age or older. The number of Directors of the Corporation shall be not less than one (1) nor more than fifteen (15). Directors shall be elected at the annual meeting by a majority of the Directors present at meeting where such elections are necessary. The number of Directors may be increased or decreased, from time to time; but no decrease shall have the effect of shortening the term of any incumbent Director. The Directors need not be residents of Colorado. In the event an election of Directors shall not be held, such Directors may be elected at a special meeting to be called by the Directors or by any two Directors, upon notice of such meeting. The Executive Director, the Chairman of the Board of Directors and the Treasurer of UCP of Colorado, Inc. shall serve as ex officio members of the Board of Directors. A majority of the Directors of the Corporation shall be members of the governing body of UCP of Colorado, Inc., employees of or appointed by the board of directors of UCP of Colorado, Inc. It is the intent of this section that the corporation be classified as a Supporting Organization as defined by Section 509(a)(3) of the Internal Revenue Code of 1986 (the "Code"), as amended and that the board of directors be interlocking as required by the Code. Section 4. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 7. Vacancies. Subject to Section 6, as it relates to removal of a Director, in the event any vacancy shall occur on the Board of Directors because of death, resignation, disqualification, or other cause, the Board of Directors may at any special or annual meeting thereof, by vote of a majority of the Directors in office at the time of such meeting, though less than a quorum is present, elect a Director to fill such vacancy for the unexpired portion of the term. The Director or Directors so elected shall hold office until the next annual election of Directors and until his or their successor or successors shall be duly elected and qualified. Pursuant to Section 1, Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting of Directors called for that purpose. Section 8. Place of Meetings. The Board of Directors may hold its meetings, have one or more offices, and keep books and records of the Corporation at such place or places within or without the State of Colorado, as the Board may, from time to time, determine. Section 9. Annual Meetings. An annual meeting of the Board of Directors shall be held in the month of October each year without other notice than this By-law. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. Section 10. Special Meetings. Special meetings of the Board of Directors may be held whenever called by the President or by two of the Directors (If at any time there is only one Director, then one Director may call such meeting.) at such time and place, either within or outside Colorado, as the person or persons calling the meeting shall designate, provided that no meeting shall be called outside Colorado unless a majority of the Board of Directors has so authorized such meeting place. Notice of such meeting shall be given personally, or mailed to each Director, addressed to him at his residence or his usual place of business at least three (3) days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Every such notice shall state the time and place, but need not state the purpose of the meeting. A Director may waive notice by signing a waiver of notice. Any meeting of the Board of Directors shall be a legal meeting, without any notice thereof given, if all of the Directors shall be present thereat or shall waive notice, provided, however, that attendance by a Director for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened shall not waive notice nor constitute presence at the meeting so as to make the meeting a legal meeting. Section 11. Quorum and Manner of Acting. Except as otherwise provided by statute or by these By-laws, a majority of the Directors in office at the time of any annual or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting and the act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be had. The Directors present at a duly organized meeting of the Board may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. Section 12. Proxies. For the purposes of determining a quorum and for purposes of casting a vote, a Director may be deemed to be present and to vote, if the Director grants a signed, written proxy to another Director. The proxy must direct a vote to be cast with respect to a particular proposal that is described with reasonable specificity in the proxy. No other proxies are allowed. Section 13. Committees. The Directors that serve as officers of the corporation shall comprise an Executive Committee of the Board of Directors. The Board of Directors, by resolution adopted by majority vote of the Directors, may designate two or more Directors to constitute any other committee as designated in such resolution. Such committees may exercise all authority as the resolution shall set forth or shall be granted by statute, and may be abolished by majority vote of the Directors. No such committee shall have the power or authority to elect, appoint or remove any Director; amend, restate, alter, or repeal the Articles of Incorporation; amend, restate, alter, or repeal these or any other By-laws of the Corporation; approve a sale, lease, exchange, or other disposition of all or substantially all of the property of the Corporation, with or without goodwill, other than in the usual and regular course of business subject to approval by the full Board of Directors; or to take any other action prohibited by law. Section 14. Informal Action by Directors Any action required by law to be taken at a meeting of the Board of Directors, or any committee thereof, or any other action which may be taken at a meeting of Directors, or any committee thereof, may be taken without a meeting if every member of the Board of Directors, or any committee thereof, in writing either: (a) votes for such action or (b) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Directors then in office were present and voted. The action shall only be effective if there are writings which describe the action, signed by all Directors, received by the Secretary of the Corporation and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the Corporation with a complete copy of the document including a copy of the signature. Actions taken shall be effective when the last writing necessary to effect the action is received by the Secretary of the Corporation unless the writings set forth a different date. Any Director who has signed a writing may revoke it by a writing signed, dated and which states that the prior vote is revoked; however, such writing must be received by the Corporation before the last writing necessary to effect the action is received. All such actions shall have the same effect as action taken at a meeting. Section 15. Compensation and Expenses. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Section 16. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent of such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. Section 17. Adjournment. Any meeting of Directors may not adjourn until a majority of the Board of Directors is satisfied that its business is complete. Section 18. Powers and Duties. The Board of Directors shall have and exercise all such general powers as are usually exercised by the Board of Directors and stated in Section 1, above; and particularly to have all of the powers conferred by the Articles or Certificate of Incorporation, reference to which is hereby made, to elect, appoint or employ Officers, agents and other representatives; to determine their duties and salaries; to require security in such instances as the Board may determine; to determine who shall sign notes, checks, drafts, contracts, deeds, reports and other documents; to delegate the powers of the Board from time to time to an executive committee, or other standing or special committees. Section 19. Telephone Conferences. The Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. A reasonable effort must be made to contact each Director with notice of such telephone conference at least forty-eight (48) hours in advance of such meeting. Section 20. Standard of Conduct for Directors and Officers. (a) Each Director and Officer shall perform their duties as Director or Officer, including, without limitation, their duties as a member of any committee of the Board, in good faith, in a manner the Director or Officer reasonably believes to be in the best interest of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In the performance of their duties, a Director or Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons designated in subsection (b) below. However, a Director or Officer shall not be considered to be acting in good faith if the Director or Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A Director or Officer shall not be liable to the Corporation for any action the Director or Officer takes or omits to take as a Director or Officer if, in connection with such action or omission, the Director or Officer performs their duties in compliance with this Section 20. A Director or Officer, regardless of title, shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property. (b) The designated persons on whom a Director or Officer are entitled to rely on are: (i) one or more Officers or employees of the Corporation with whom the Director or Officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant, or other person as to matters which the Director or Officer reasonably believes to be within a such person's profession or expert competence; (iii) religious authorities or ministers, priests, rabbis or other persons whose position or duties in the Corporation or in a religious organization with which the Corporation is affiliated, the Director or Officer believes justify reliance and confidence and who the Director or Officer believes to be reliable and competent in the matters presented; (iv) a committee of the Board of Directors on which the Director or Officer does not serve if the Director reasonably believes the committee merits confidence. ARTICLE IV OFFICERS Section 1. Number. The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. One person may hold the offices and perform the duties of any number of said offices. Section 2. Election, Term of Office and Qualifications. The Officers of the Corporation shall be elected at the annual meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer, except such Officers as may be appointed in accordance with the provisions of Section 3 of this Article III shall continue in office until his successor shall have been duly elected and qualified in his stead, or until he shall have resigned and his resignation shall have become effective or until he shall have been removed in the manner hereinafter provided. The appointment of an Officer shall not, in itself, create a contractual right. Section 3. Subordinate Officers, Committees and Agents. The Board of Directors may appoint such other Officers, committees and agents as it may deem necessary, including Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors may from time to time determine. The Board of Directors may delegate to any Officer or committee the power to appoint, and to prescribe the authority and duties of any such subordinate Officers, committees, or agents. Section 4. Removal. Any Officer or agent may be removed either with or without cause, by the Board of Directors at any annual or special meeting thereof, or by any committee or superior Officer upon whom such power of removal may be conferred by the Board of Directors. An Officer, who is removed from office, may deliver a statement to that effect to the Secretary of State. Such removal from office does not affect the contractual rights, if any, of the Corporation or of the person removed from office. Section 5. Resignation. Any Officer may resign at any time by giving written notice to the Board of Directors, to the President or to the Secretary of the Corporation. Such resignations shall take effect at the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An Officer who resigns may deliver a statement to that effect to the Secretary of State. Such resignation, does not affect the contractual rights, if any, of the Corporation or of the person who resigned. Section 6. Vacancies. A vacancy in office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term in the manner prescribed in the By-laws for regular appointments or election to such office. Section 7. Salaries and Expenses. The salaries, if any, of the Officers shall be fixed from time to time by the majority vote of the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. The Corporation may reimburse any Officer for all reasonable expenses incurred by such individuals in connection with services rendered to or for the Corporation. Section 8. Powers and Duties. The Officers of the Corporation shall have such powers and duties as usually pertain to their office, except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors. The general powers and duties of the primary Officers are as follows: a. President. The President shall be the principal executive Officer of the Corporation and shall be directly responsible to the Board of Directors. The President shall also act as the Chairman of the Board and be the presiding Officer at meetings of the Board of Directors unless otherwise specified by resolution of the Board of Directors. The President may sign, with the Secretary or any other authorized Officer of the Corporation, any deeds, mortgages, bonds, contracts or other instruments authorized to be executed, except where the signing and execution thereof shall be expressly delegated to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. b. Vice-President. The Vice-President, if any, shall, in the absence of the President, or in the event of the President's inability to act, conduct all Directors meetings and shall have the authority, in the absence of the President, to sign all minutes of meetings transcribed by the Secretary, bonds, deeds, agreements or other instruments in writing made and entered into by, or on behalf of, the Corporation wherein the capital of said Corporation is or may be impaired, encumbered or otherwise affected and to perform such other administrative functions in the absence of the President as may be deemed necessary or beneficial to the affairs of this Corporation. The Vice-President shall attend all Directors meetings and shall serve as general advisor to the President. c. Secretary. The Secretary shall keep the minutes of the Board of Directors' meetings in the Minute Book of the Corporation; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records and of the Seal of the Corporation and, if required, see that the Seal is affixed to all documents, the execution of which is duly authorized; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. In the absence of the Secretary or his inability to perform his duties, such duties may be performed by an assistant Secretary or by a Secretary pro tempore appointed at any meeting by the Chairman of the Board. d. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have custody of the corporate funds and securities, and shall keep full and accurate accounts of all receipts and disbursements, and of the financial and business transactions of the Corporation in books belonging to the Corporation; shall deposit all moneys and securities and other valuable effects of the Corporation in such banks and depositories as the Board may direct; shall, either alone or in conjunction with others, named by Resolution of the Board, have power to withdraw by check or draft or other order, the funds of the Corporation on deposit in any bank or safe deposit box. When so requested by the President or the Board of Directors, he shall from time to time make written reports to them showing the financial condition of the Corporation, and shall perform such other duties as the Board may designate. In the absence of the Treasurer or the inability to perform the duties of the office, such duties may be performed by an assistant treasurer or other person designated by the Board. e. Executive Director. The Executive Director, if any, shall manage the day-to-day activities of the Corporation, and perform such other duties as may be delegated from time to time by the President or Board of Directors. The Executive Director may sign, with the Secretary or any other authorized Officer of the Corporation, any deeds, mortgages, bonds, contracts or other instruments authorized to be executed, except where the signing and execution thereof shall be expressly delegated to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. ARTICLE V INDEMNIFCATION Section 1. Indemnification. The corporation may indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director or Officer of the Corporation to the full extent provided for by the Colorado Revised Nonprofit Corporation Act, as amended. Section 2. Insurance. The Board of Directors may exercise the Corporation's power to purchase and maintain insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a Director, Officer, employee, fiduciary of another domestic or foreign corporation, nonprofit corporation or other person or an employee benefit plan of the Corporation against any liability asserted against the person or incurred by the person in any such capacity or arising out of the person's status as such, whether or not the Corporation would have the power to indemnify that person against such liability under the provisions of this Article. ARTICLE VI CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. Section 1. Contracts, Etc. How Executed. The Board of Directors, except as in these By-laws otherwise provided, may authorize any Officer or Officers or agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority may be general or confined to specific instances, and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable financially for any purpose or to any amount. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no negotiable papers shall be issued in its name, unless authorized by the Board of Directors. When so authorized, any Officer for the Corporation may effect loans and advances at any time for the Corporation or individual, and for such loans and advances, may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation; and when authorized as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation may mortgage, pledge, hypothecate or transfer any real or personal property at any time held by the Corporation and to that end execute instruments of mortgage or pledge or otherwise transfer said property. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board Directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Section 5. 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. Section 6. Investment Managers. The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage the assets and investments of the Corporation. ARTICLE VII CHARITABLE CONTRIBUTIONS AND TRUST DEPARTMENT Section 1. President The President, or a person designated by the President as Trust Officer, Shall act as Trust Officer of the Charitable Contributions and Trust Department. Section 2. Powers The Charitable Contributions and Trust Department is authorized to act as Trustee when necessary, or to prepare such instruments as is necessary to receive, use, invest, or otherwise operate and control funds or real or personal property, trusts, or other legal entities which are intended as charitable contributions or charitable trusts for the benefit of the Corporation. Such entities shall include, but not be limited to, Charitable Remainder Trusts, Unitrusts, and Pooled Income Funds. ARTICLE VIII BOOKS AND RECORDS Section 1. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting and of actions taken by a committee in place of the Board of Directors, and a record of all waivers of notices of meetings of the Board of Directors and any committee. The Corporation shall also maintain the following records: (a) appropriate accounting records; (b) its Articles of Incorporation and By-laws; (c) a list of the names and business or home addresses of its current Directors and Officers; (d) a copy of its most recent biennial corporate report delivered to the Secretary of State; and (e) all financial statements prepared for periods during the last three years. Section 2. Inspection and Copying of Corporate Records for Tax Exempt Organization. Pursuant to Internal Revenue Code §6104, a copy of the Corporation's Application for Tax Exemption under §501 of the Internal Revenue Code and any informational returns filed with the Internal Revenue Service (i.e. Form 990) must be kept at the Corporation's principal office and be available for inspection to the public during regular business hours. The Corporation must either allow interested persons to photocopy such documents or photocopy such documents for interested persons. The Corporation may charge the up to the maximum amount allowed by the Internal Revenue Service for such photocopying and postage. ARTICLE IX CONFLICTS OF INTEREST Section 1. Definition. As used in this Article, "Conflicting Interest Transaction" means: a contract, transaction, or other financial relationship between the Corporation and a Director of the Corporation, or between the Corporation and a party related to a Director or between the Corporation and an entity in which a Director of the Corporation is a Director, Officer or has a pecuniary interest. Section 2. Loans. No loans shall be made by the Corporation to its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof. Section 3. Transactions. No Conflicting Interest Transactions shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding in the right of the Corporation, solely because the Conflicting Interest Transaction involves a Director of the Corporation or a party related to a Director or an entity in which a Director of the Corporation is a Director or Officer or has a pecuniary interest or solely because the Director is present at or participates in the meeting of the Corporation's Board of Directors or of the committee of the Board of Directors that authorizes, approves, or ratifies the Conflicting Interest Transaction or solely because the Director's vote is counted for such purpose if: (a) The material facts as to the Director's relationship or interest and as to the Conflicting Interest Transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the Conflicting Interest Transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or (b) The Conflicting Interest Transaction is fair as to the Corporation. Section 4. Quorum Count. Common or interested Directors may be counted in determining the presence of a quorum at meetings of the Board of Directors or of a committee, which authorizes, approves, or ratifies the Conflicting Interest Transaction. Section 5. Related Defined. For the purposes of this Article, a party related to the Director shall mean a spouse, a descendent, an ancestor, a sibling, the spouse of a descendent of a sibling, an estate or trust in which the Director or a party related to the Director has a beneficial interest, or an entity in which the party related to a Director is a Director, Officer, or has a pecuniary interest. ARTICLE X MISCELLANEOUS Section 1. Fiscal Year. The fiscal year of the Corporation shall be determined by appropriate action of the Board of Directors. Section 2. Corporate Seal. The Board of Directors shall provide a Corporate Seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, and the words, "Corporate Seal". Section 3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Colorado Revised Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the By-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. Gender. The masculine gender is used in these By-laws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate. Section 5. Conflicts. In the event of any irreconcilable conflict between these By-laws and either the Corporation's Articles of Incorporation or applicable law, the latter shall control. Section 6. Definitions. Except as otherwise specifically provided in these By-laws, all terms used in these By-laws shall have the same definition as in the Colorado Revised Nonprofit Corporation Act, as amended. Section 7. Receipt of Notice by the Corporation. Notices and other documents or writings shall be deemed to have been received by the Corporation when they are actually received: (a) at the registered office of the Corporation in Colorado; (b) at the principle office of the Corporation addressed to the attention of the Secretary of the Corporation; (c) by the Secretary of the Corporation wherever the Secretary may be found; or (d) by any other person authorized from time to time by the Board of Directors or the President to receive such writings wherever such person is found. Section 8. Emergency Powers and By-laws. An "emergency" exist for the purposes of this section if a quorum of the Directors cannot be readily obtained because of some catastrophic event. In the event of an emergency, the Board of Directors may: (a) modify lines of succession to accommodate the incapacity of any Director, Officer, employee or agent; and (b) relocate the principle office, designate an alternative principle office, or authorize Officers to do so. During an emergency, notice of a meeting of the Board of Directors only needs to be given to those Directors whom it is practicable to reach and may be given in any practicable manner including by publication or radio. One or more Officers of the Corporation present at a meeting of the Board of Directors may be deemed Directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. Corporate actions taken in good faith during an emergency bind the Corporation and may not be the basis for imposing liability on any Director, Officer, employee or agent of the Corporation on the ground that action was not authorized. ARTICLE XI AMENDMENTS The power to alter, change, amend or repeal these By-laws or adopt new By-laws is vested in the Board of Directors. ARTICLE XI DISSOLUTION OF CORPORATION Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such other organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. WITNESSETH, THAT, the above By-laws of NEIGHBORLY EVANGELISM MINISTRIES have been prepared pursuant to the unanimous approval of the Directors as reflected in the Minutes of the Organizational Meeting of the Corporation effective the 19th day of November, 1999, and the undersigned do hereby CERTIFY, THAT, the above By-laws have been approved by the Board of Directors, and were adopted for the Corporation by unanimous consent effective the 22nd day of November, 1999. NEIGHBORLY EVANGELISM MINISTRIES |