Appendix Five to the Discipline of the Primitive Methodist Church in the U.S.A.

APPENDIX FIVE OF THE DISCIPLINE Wy-Val Religious Supply (Articles of Incorporation and By-Laws)

CHAPTER I - (Internal Operation) Article I- Name The name of the non-profit religious corporation shall be WY-VAL RELIGIOUS SUPPLY - a subsidiary of the Primitive Methodist Church in the United States of America. Article II- Principle Office and/or Place of Business The principle office of the corporation within the Commonwealth of Pennsylvania shall be located in Luzerne County, City of Wilkes-Barre. Branch or subordinate business places may at any time be established by the Board of Directors of the corporation at any place (s) within the boundaries of its parent corporation. Article III- Purpose and Objectives The purpose and objectives of the corporation shall be: 1. To maintain, operate, manage a religious supply center and bookstore to service and supply the constituent churches of its parent corporation and such other churches and religious organizations as shall desire to utilize its facilities with religious supplies, books, equipment, novelties, gifts, Bibles, and such other materials and items as are needed in the proper operation and management of a church and places of worship. 2. Believing that people are the most beautiful part of God’s creation and that each person has talents and characteristics necessary to fulfill God’s will and also realizing that the Christian life is a life-long process of growth - the corporation is dedicated to the task and consecrated to God to provide a place where we can serve Christians with friendship, courtesy, fairness, and with quality Christian merchandise and where Christ is exalted and His Word uplifted. 3. In an effort to generate revenue, the corporation shall not compromise its spiritual values. 4. Our property is an extension of our parent corporation and its churches and thus is governed by the Book of Discipline. 5. To seek to follow the Scriptural admonition “Not slothful in business; fervent in spirit; serving the Lord” (Romans 12:11). Article IV- Procedure Except as otherwise provided in these By-Laws, Robert’s Rules of Order shall govern any question of Parliamentary procedure. Article V- Affiliated Membership The corporation shall have the right to associate with and/or belong to any organization which is deemed beneficial to the corporation. Article VI- Board of Directors Section 1 - Eligibility A director shall be a member in good standing of the Primitive Methodist Church in the United States of America. The director shall be a person of mature experience, sound judgment, recognized ability, Christian character (Romans 12:1 &2; I Peter 1:15; Ephesians 1:4), and has experienced and a testimony of a born-again believer (John 3:1-7). Section 2 - Composition of the Board The corporation (powers, business, and affairs) shall be exercised, conducted, and controlled by a Board of Directors which shall be no more than nine (9) members composed of four (4) clergy and five (5) laity. Section 3 - Election and Terms The Primitive Methodist Conference of the Primitive Methodist Church in the United States of America shall elect the Board of Directors and establish the terms of office. Section 4 - Removal A director may be removed from office by the affirmative vote of two-thirds (2/3) of the Board of Directors and in accordance with the principle found in Matthew 18:15-17 and Titus 3:10. Section 5 - Vacancies Vacancies shall be filled according to Book of Discipline of parent corporation. Section 6 - Place of Meetings Meetings of the Board of Directors shall be held at such place as the board, by resolution, may designate, and if no such meeting place is designated, at such place as the Secretary-Treasurer and/or other person(s) calling the meeting may designate. Section 7 - Notice of Meetings Notice of meetings of the Board of Directors shall be by telephone five (5) days before said meeting via store manager. Section 8 - Quorum Fifty percent (50%) of the Board of Directors shall constitute a quorum for the transaction of business, and every act or decision of a majority of the directors present at a meeting at which a quorum is present shall be valid as the act of the Board of Directors. Article VII - Officers Section 1 - General Information The officers of the corporation shall be a President, Vice-President, and Secretary-Treasurer. Such officers shall be elected by a majority vote of the Board of Directors at the April meeting and shall hold office from their respective election to the next April meeting and/or their respective successors are elected and qualified. The President and Vice-President shall not serve more than two (2) terms in immediate succession. The directors may, by majority vote of the Board of Directors at any meeting, from time to time, create other officer(s), assistant(s), or subordinate(s), to any of the office(s) named above, as they shall deem necessary to the proper conduct of business of the corporation, and may prescribe to the term(s) of office, qualification, and power(s) or duties of the holder of the office created. Section 2 - President The President shall perform generally all the duties usually incident to the office of President and such further duties as from time to time shall be required of him by the Board of Directors. His duties shall include the presiding at all meetings of the corporation; appointing members and chairperson for all committees and seeing that their duties are being carried out. Section 3 - Vice-President The Vice-President shall at the request of the President, or in his absence or disability, perform all the duties of the President and when so acting shall have all the powers of the President, and further shall perform such other duties as should from time to time be required of him by the Board of Directors. Section 4 - Secretary-Treasurer The Secretary-Treasurer shall generally perform all duties usually incident to the office of Secretary-Treasurer and such other duties as may, from time to time, be prescribed by the Board of Directors. He shall be responsible for keeping such books as may be required by law and/or the Board of Directors. He shall ultimately receive and have charge of all money, bills, notes, and similar property belonging to the corporation. He shall make written and oral reports to each meeting of the corporation. His accounts shall be audited annually as prescribed by the Board of Directors. Article VIII - Committees Section 1 - Standing and Special Committees The President, by and with the consent and approval of a majority of the Board of Directors may appoint such standing and special committees as may be necessary or required in the operation and conduct of the business of the corporation. Section 2 - Executive Committee There shall be an Executive Committee composed of the President, Vice-President, and Secretary-Treasurer. (a) The Executive Committee shall be empowered to act for and on behalf of the Board of Directors when the latter is not in session provided, however, that this committee shall act in accordance with the general established policies and procedures of the corporation. All decisions by the Executive Committee shall be submitted to the Board of Directors for a ratification at its next meeting. (b) A majority of the Executive Committee shall constitute a quorum for the transaction of business. A majority vote of the Executive Committee members present at a duly held Executive Committee meeting shall be required to validate any act of the Executive Committee. Article IX - Bonding The Secretary-Treasurer, and/or any other individual who may be responsible for corporate funds, shall be bonded through the Board of Trustees of the Primitive Methodist Conference of the Primitive Methodist Church in the United States of America. Bonding cost shall be paid by the corporation. Article X - Fiscal Year The fiscal year of the corporation shall be as per Book of Discipline of its parent corporation. Article XI - Indemnification of Directors, Officers, Etc. Section 1 - Directors and Officers; Third Party Actions The corporation shall indemnify any director or officer of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administration or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was an authorized representative of the corporation(which, for the purpose of this Article, shall mean a director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best in interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2 - Directors and Officers; Derivative Actions The corporation shall indemnify any director or officer of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was an authorized representative of the corporation, against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense of settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court of common pleas of the county in which the registered office of the corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly reasonably entitled to indemnity for such expenses which the court of common pleas or such other court shall deem proper. Article XII - Methods of Amending Section 1 - Exceptions The following may be amended only by a vote of the parent corporation: Article VI Sections 1,2,3, and 5. Section 2 - Notice and Vote Requirement A written notice setting forth the substance of the proposed amendment shall be submitted to each director at least twenty (20) days prior to the meeting at which the amendment will be presented. Any amendment shall require the affirmative vote of two-thirds (2/3) of the Board of Directors. Section 3 - Letter Ballot A proposed amendment may be submitted to directors by letter ballot, at the discretion of the Secretary-Treasurer, in which case the letter ballot, shall set forth the full text of the proposed amendment. Amendment so submitted by letter ballot shall require the affirmative vote of two-thirds (2/3) of the Board of Directors. Article XIII - Dissolution In the event that the corporation would be dissolved, the assets shall be handled in accordance with the charter of incorporation (March 22, 1976). Article XIV - Staff of the Religious Supply Section 1 Religious Supply Staff, including, the Manager, all employees, and all volunteers will be expected to be born-again Christians in confession and deportment. Their religious beliefs must be considered compatible to the “Doctrines” of the “Primitive Methodist Church in the U.S.A.” as published in the “Discipline” of that Church (Sections 101-101.2.9). Section 2 - The Manager The Religious Supply shall be operated by a Manager. The manager shall be hired by the Board of Directors. The procedure for hiring outlined in Section 4 will be followed. The manager will be a person who is considered suitable in terms of administrative skills necessary to operate the Religious supply. The manager shall supervise all employees and volunteers. The manager shall have authority in the day to day operations of the Religious Supply. The manager shall, when possible, attend all Board of Directors meetings. The manager will be the liaison between the Board of Directors and the operational concerns of the Religious Supply. The manager will regularly report to the Board regarding the operational concerns of the Religious supply. The manager will be subject to all board approved policy and directives. Section 3 - Employees Employees shall be hired at the discretion of, and by the Board of Directors. Employees shall be subject to the immediate supervision of the Manager. Section 4 - Procedure for Hiring The Board of Directors or their agents shall use the following procedure when hiring Religious Supply employees: 1) A Board approved application will be used. 2) All applications will be dispensed by the Manager, or when hiring a Manager, by an appointed Board member. 3) When hiring, a notice will be published in area Conference Churches. The notice will include a brief description of duties, salary, and other compensation, along with the deadline for receiving applications. The Manager may also accept applications from persons who do not attend a Primitive Methodist Church. 4) The published advertisement and application will state that all applicants are welcome, with the understanding, that the Religious Supply is a Conference ministry and appropriate spiritual qualifications, in addition to work skills, are expected. Primitive Methodists who are considered suitable candidates by the Board will be hired before non-members of our Conference Churches. When there are no Primitive Methodist applicants, or none that are suitable for the job, non-members will be gladly considered, and, when deemed suitable, hired. Section 5 - Volunteers All regular Religious Supply Volunteers shall be approved by the Board of Directors. Volunteers shall be subject to the immediate supervision of the Manager. CHAPTER II (External Operation of Branch or Subordinate Business Places) Article I - Name Each branch or subordinate business place(s) shall operate under a fictitious (trade) name. The name will be jointly established by the Board of Directors of the corporation and the branch or subordinate business place’s regional committee. The Secretary-Treasurer of the corporation will then issue two (2) notarized copies of an official letter (signed by corporate officers) granting permission to operate under said name. Then as a duly recognized branch or subordinate business place(s) they will operate under these by-laws and must identify themselves in all advertising and publications as a member of this corporation. Such identity shall be in eight (8) point type. Article II - Regional Committee Section 1 - Eligibility Chapter 1, Article VI, Section 1 of these by-laws will apply with the substitution of the words “regional committee member” for the word “director”. Section 2 - Composition and Terms The regional committee will consist of seven (7) members. (a) Six (6) of the members will be elected for a term of three (3) years, with a one-third (1/3) of the regional committee being elected each year. The election of said members must be confirmed by the corporation. (b) The other member of this committee shall be appointed and elected directly by the corporation on a year to year basis and will serve in the capacity of an administrator of the corporation. (c) The manager of the Branch or Subordinate Business place(s) will have a voice but no vote on this committee. (d) The Secretary-Treasurer of the corporation will have an automatic voice and vote when able to be in attendance at the regional committee’s meetings. Section 3 - General Information Chapter 1, Article VI, Sections 4,6,7, & 8 of these by-laws will apply to the regional committee with the substitution of the words “regional committee” for the words “Board of Directors”. Section 4 - Vacancies Vacancies shall be filled within thirty (30) days following the procedure of Chapter II, Article II, Section 2, #a of these by-laws. Article III - Regional Committee’s Duties and/or Responsibilities Section 1 - Management The regional committee will be responsible for securing its manager whose appointment will be confirmed by the corporation. Fiscal arrangements will need confirmation as well. Section 2 - Operation The regional committee will be responsible for over-seeing the operation of the Branch or Subordinate Business place(s) in a manner that is in agreement with the corporation and its Purposes and Objectives. Section 3 - Equipment The regional committee will have the authority to buy and sell equipment that is necessary to the operation of the Branch or Subordinate Business place(s) and to enter into whatever financial arrangements that may be necessary to its operation, up to $1,000.00 without approval of the corporation per year. Section 4 - Relocation and Leases All items such as re-location and negotiation of leases shall be with the consent of the corporation and will bear the signatures of the officers of said corporation. Article IV - Regional Committee Officers Section 1 - General Information The officers of the regional committee shall be chairman, secretary-treasurer, and the administrator. The chairman and the secretary-treasurer shall be elected by a majority vote of the regional committee at each anniversary of the establishment of the Branch or Subordinate Business place(s) and shall hold office from their respective election to the anniversary meeting and/or their respective successors are elected and qualified. The chairman shall not serve more than two (2) terms in immediate succession. Section 2 - Chairman His duties would be that of presiding at the meetings of the regional committee and the calling of said meetings at the appointed and/or agreed time(s). Section 3 - Secretary-Treasurer His duty would be to record all the business that is transacted and generally fulfill the duties of the secretary-treasurer of an organization. His signature along with the signature of the Manager will be required on all checks. In addition, he is to supply three (3) copies of the minutes to the administrator. Section 4 - Administrator This person is directly appointed and elected by the corporation. He is to be responsible for conveying all corporation requests and items of information. He will function as a liaison person between the corporation and the regional committee, and be personally accountable to the corporation. He is to forward to the corporation two (2) copies of the minutes of each Regional committee meeting.
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