Articles of IncorporationArticles of Incorporation(By-laws)(By-laws)

Of The Church Of Christ Of The Church Of Christ Solano At Panlener Solano At Panlener

Las Cruces, New MexicoLas Cruces, New Mexico AmendedAmended

ARTICLE IARTICLE IMembership Membership

    The members of this corporation The members of this corporation (hereinafter “Corporation”)(hereinafter “Corporation”) shall be shall be the members of the male heads of the members of the male heads of families members of the families members of the Congregation Congregation congregationcongregation of theof the Church of Christ, Solano at Panlener, Church of Christ, Solano at Panlener, Las Cruces, New Mexico Las Cruces, New Mexico (hereinafter (hereinafter “Church”).“Church”).

ARTICLE IIARTICLE IIVoting Voting

Each member of the family of the Each member of the family of the Congregation Congregation ChurchChurch which is which is represented by a male head shall represented by a male head shall have one vote, which may be have one vote, which may be exercised only through such male exercised only through such male head in corporate elections and head in corporate elections and other corporate affairs in which a other corporate affairs in which a vote of the membership is vote of the membership is appropriate.appropriate.

ARTICLE IIIARTICLE IIIOfficers Officers

    The officers of this corporation theThe officers of this corporation the Corporation Corporation shall be a Board of Trustees, not shall be a Board of Trustees, not fewer than 7 in number, who shall elect from fewer than 7 in number, who shall elect from their number a president, a vice president and their number a president, a vice president and a secretary a secretary President, a Vice President and a President, a Vice President and a Secretary. These officers shall be made up of Secretary. These officers shall be made up of Elders of the Church to the extent possible. Elders of the Church to the extent possible. The Board of Trustees shall oversee The Board of Trustees shall oversee Corporation matters, however, Spiritual Corporation matters, however, Spiritual matters of the Church are at the sole direction matters of the Church are at the sole direction of the Elders.of the Elders.

ARTICLE IVARTICLE IVDuties of Officers Duties of Officers

    Section 1.Section 1. President of the Board of President of the Board of Trustees. Trustees. The President of the Board The President of the Board of Trustees shall preside over all of Trustees shall preside over all meetings of the corporation and the meetings of the corporation and the Board of Trustees and shall have the Board of Trustees and shall have the deciding vote in case of a tie or to deciding vote in case of a tie or to make a tie. He shall sign as President make a tie. He shall sign as President all contracts, conveyances and other all contracts, conveyances and other instruments in writing which he has instruments in writing which he has been duly authorized to execute.been duly authorized to execute.

No ChangeNo Change

ARTICLE IVARTICLE IVDuties of Officers Duties of Officers

    Section 2.Section 2. Vice President.Vice President. In the In the absence of the President, or in the case absence of the President, or in the case of his inability to serve in any manner, of his inability to serve in any manner, the Vice President shall possess all the the Vice President shall possess all the powers and duties of the President.powers and duties of the President.

  No ChangeNo Change

ARTICLE IVARTICLE IVDuties of Officers Duties of Officers

    Section 3.Section 3. SecretarySecretary. It shall be the duty . It shall be the duty of the Secretary to keep a record of all the of the Secretary to keep a record of all the proceedings of the corporation and the proceedings of the corporation and the Board of Trustees. He shall have the Board of Trustees. He shall have the custody of all the books and records of custody of all the books and records of the corporation the corporation CorporationCorporation and shall and shall countersign all instruments in writing countersign all instruments in writing which are in usual corporate practice which are in usual corporate practice attested or or countersigned by the attested or or countersigned by the Secretary. Secretary.

ARTICLE IVARTICLE IVDuties of Officers Duties of Officers

Section 4.Section 4. Board of TrusteesBoard of Trustees. The . The management and affairs and the property of management and affairs and the property of the corporation the corporation CorporationCorporation shall be under shall be under the control of the Board of Trustees. The the control of the Board of Trustees. The Board of Trustees shall perform all necessary Board of Trustees shall perform all necessary acts to acquire property, real and personal, acts to acquire property, real and personal, for the corporation and, with proper authority for the corporation and, with proper authority of the corporation, may sell, encumber and of the corporation, may sell, encumber and convey property of the corporation convey property of the corporation CorporationCorporation, both real and personal., both real and personal.

ARTICLE VARTICLE VMeetings and QuorumsMeetings and Quorums

    Section 1.Section 1. The Board of TrusteesThe Board of Trustees. The . The Board of Trustees shall meet a the call of Board of Trustees shall meet a the call of the presidentthe president PresidentPresident, or a quorum of , or a quorum of the Trustees. A majority of the members the Trustees. A majority of the members shall constitute a quorum for the shall constitute a quorum for the transaction of any business. All Trustees transaction of any business. All Trustees shall be entitled to a notice of a meeting.shall be entitled to a notice of a meeting.

  

ARTICLE VARTICLE VMeetings and QuorumsMeetings and Quorums

  Section 2Section 2 Regular Annual Corporation MeetingsRegular Annual Corporation Meetings. . The regular annual corporation meeting shall be The regular annual corporation meeting shall be held within the first three weeks of January each held within the first three weeks of January each year, in the Church edifice, at a time determined year, in the Church edifice, at a time determined by the Elders of the Church by the Elders of the Church Board of TrusteesBoard of Trustees, and , and notice thereof shall be given by notice from the notice thereof shall be given by notice from the Pulpit at a regular Sunday service for at least two Pulpit at a regular Sunday service for at least two Sundays next preceding said day. A quorum for Sundays next preceding said day. A quorum for such meeting shall be 25% of the numbers of such meeting shall be 25% of the numbers of members of the corporation as membership is members of the corporation as membership is defined in Article I.defined in Article I.

ARTICLE VARTICLE VMeetings and QuorumsMeetings and Quorums

Section 3.Section 3. Special Meetings of the CorporationSpecial Meetings of the Corporation. . The President of the Board of Trustees shall The President of the Board of Trustees shall be empowered to call a special meeting of the be empowered to call a special meeting of the corporation corporation CorporationCorporation. A special meeting of . A special meeting of the corporation the corporation Corporation Corporation shall also be called shall also be called by the President of the Board of Trustees upon by the President of the Board of Trustees upon request of at least ten members of the request of at least ten members of the corporation corporation CorporationCorporation communicated to the communicated to the Minister or the President of the Board of Minister or the President of the Board of Trustees;...Trustees;...

ARTICLE VARTICLE VMeetings and QuorumsMeetings and Quorums

Section 3.Section 3. Special Meetings of the Corporation Special Meetings of the Corporation Continued…Continued…...s...such meeting shall be announced from the Pulpit at uch meeting shall be announced from the Pulpit at a regular Sunday service at least 48 hours previous to a regular Sunday service at least 48 hours previous to the time for which it is called; or every member of the the time for which it is called; or every member of the corporation corporation CorporationCorporation shall be notified in writing at shall be notified in writing at least 48 hours in advance of such meeting; the notice least 48 hours in advance of such meeting; the notice either from the Pulpit or in writing as provided above either from the Pulpit or in writing as provided above to designate the time and place of the meeting. A to designate the time and place of the meeting. A quorum for a Special Meeting shall be the same as s quorum for a Special Meeting shall be the same as s quorum for the Annual Meeting.quorum for the Annual Meeting.

ARTICLE VARTICLE VMeetings and QuorumsMeetings and Quorums

    Section 4.Section 4. Attendance of Attendance of MinisterMinister. The duly elected or . The duly elected or qualified Minister of the Church qualified Minister of the Church shall be qualified to attend all shall be qualified to attend all meetings of the Trustees or meetings of the Trustees or corporation if he so desires.corporation if he so desires.

To Be DeletedTo Be Deleted

ARTICLE VIARTICLE VIElectionsElections

Section 1.Section 1. Board of TrusteesBoard of Trustees. The Board of . The Board of Trustees shall be elected at the Annual; Trustees shall be elected at the Annual; Meeting of the corporation Meeting of the corporation CorporationCorporation to serve to serve for terms of one year each, or until their for terms of one year each, or until their successor have been elected and qualified. As successor have been elected and qualified. As soon as practricable soon as practricable practicalpractical after the new after the new Trustees have been qualified the retiring Trustees have been qualified the retiring president shall call a meeting of the new president shall call a meeting of the new trustees for their election of a president, Vice trustees for their election of a president, Vice President and Secretary.President and Secretary.

  

ARTICLE VIARTICLE VIElectionsElections

Section 2.Section 2. NominationsNominations shall be from the shall be from the floor.floor.

    Section 3.Section 3. VotingVoting shall be viva voce. shall be viva voce.    Section 4.Section 4. First ElectionFirst Election. At the Special . At the Special

Corporation Meeting at which these By-Laws Corporation Meeting at which these By-Laws are adopted there shall be held an election are adopted there shall be held an election of trustees to serve for the remainder of the of trustees to serve for the remainder of the current year or until their successors have current year or until their successors have been elected and qualified.been elected and qualified.

Section 4 to be deletedSection 4 to be deleted

ARTICLE VIIARTICLE VIIDissolution of CorporationDissolution of Corporation

NEW ARTICLENEW ARTICLE It is intended that the Corporation be It is intended that the Corporation be

everlasting and continual. However, in the everlasting and continual. However, in the unlikely event it should be decided by the unlikely event it should be decided by the remaining members of the Corporation to remaining members of the Corporation to dissolve the Corporation, the members of the dissolve the Corporation, the members of the Corporation, by a majority vote, shall at that Corporation, by a majority vote, shall at that time decide that the assets, real and personal, time decide that the assets, real and personal, of the Corporation shall be conveyed to the of the Corporation shall be conveyed to the congregation of another Church whose goals congregation of another Church whose goals and ideology are similar to those of this Church. and ideology are similar to those of this Church. In accordance with Article III of the Articles of In accordance with Article III of the Articles of Incorporation there shall be no monetary gain, Incorporation there shall be no monetary gain, incidentally or otherwise to the remaining incidentally or otherwise to the remaining members.members.

ARTICLE VIIIARTICLE VIIIAmendmentsAmendments

These By-Laws may be amended, added to, These By-Laws may be amended, added to, altered or repealed only at a regular annual altered or repealed only at a regular annual meeting of the corporation or at a special meeting of the corporation or at a special meeting of the corporation called for that meeting of the corporation called for that purpose. They may be amended by the will purpose. They may be amended by the will expressed in a vote of those present. The By-expressed in a vote of those present. The By-Laws may not be amended at such meeting Laws may not be amended at such meeting unless two-thirds of the voting membership unless two-thirds of the voting membership as determined in Article II is present.as determined in Article II is present.

No ChangeNo Change

Corporation ArticlesCorporation ArticlesPager FooterPager Footer

These By-Laws are approved as amended this These By-Laws are approved as amended this ___________ day of _______________, 2005.___________ day of _______________, 2005.

  

The foregoing By-Laws are passed, adopted and The foregoing By-Laws are passed, adopted and approved at a meeting attended by all of the approved at a meeting attended by all of the incorporatorsincorporators

S/ Curry Lynch S/ Curry Lynch

Temporary ChairmanTemporary Chairman

s/ Charles R. Jenningss/ Charles R. Jennings

Acting SecretaryActing Secretary