CONSTITUTION AND BYLAWS
OF SAINT GABRIEL
ETHIOPIAN ORTHODOX TEWAHEDO CHURCH
IN SAN JOSE, CA
A CALIFORNIA PUBLIC BENEFIT CORPORATION

ARTICLE 1

OFFICES

1.1 NAME: The name of this organization shall be "SAINT GABRIEL ETHIOPIAN ORTHODOX TEWAHEDO CHURCH IN SAN JOSE ".  

1.2 PRINCIPAL OFFICE: The principal office of the Church for the transaction of its business is located in the city of San Jose , Santa Clara County , California.

1.3 CHANGE OF ADDRESS: The county of the Church's principal office can be changed only by amendment of these ByLaws and not otherwise. The Board of Trustees may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these ByLaws.

1.4 OTHER OFFICES: The Office of the Ethiopian Orthodox Tewahedo Church in Addis Ababa shall not have any authority over the operations and properties of this Church. The Church may not have offices at such other places, within or without the State of California . The Church shall have bilateral relations with other similar Ethiopian Orthodox Churches located at other places. This Church is in alliance with the Archdiocese of the Western Hemisphere Ethiopian Orthodox Church.

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ARTICLE 2

PURPOSES

OBJECTIVES: The primary objectives and purposes of this Church shall be:

a) To establish and maintain a Church of religious worship in accordance with the teachings of Christianity as adopted by the Ethiopian Orthodox Tewahedo Church .

(b) To conduct and maintain services of divine worship and religious observance according to the traditions and values of the Ethiopian Orthodox Tewahedo Church . To offer Orthodox Tewahedo religious services every Sunday and other Orthodox holidays.

(c) To provide spiritual and cultural educational programs in order to increase understanding of the history, culture, languages and values of Ethiopia.

(d) To Provide Baptism, Christening, Marriage and Burial rites(Faith) to the followers of the Orthodox Tewahedo Christianity faith.

(e) To build a strong and united Ethiopian orthodox community that promotes the teachings of Our Lord to love one another and that does not condone ethnicism, tribalism and racism.

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ARTICLE 3

MEMBERS

3.1 WORSHIPERS: No individual, a member of the parish or other wise, as a result of any disciplinary measure taken by the Board of Trustee or its offices, or as a result of belonging to any group, association, or as a result of his origin of race, tribe, country or as a result of his language or sex may be denied the opportunity to worshipping in the Church or to receive the Sacraments of this Ethiopian Orthodox Tewahedo Church . Each worshiper shall be required to adhere to disciplines and traditions of the Ethiopian Orthodox Tewahedo Church while attending church services. Any worshiper who fails to adhere to the disciplines and traditions of the Ethiopian Orthodox Tewahedo Church may be required to leave the church premises.

3.2 CRITERIA OF MEMBERSHIP: Any person who is of age 18 or above, who is a follower and believer of the teachings of Ethiopian Orthodox Tewahedo Church, who has accepted this constitution and Bylaw and who has duly paid his/her membership fee is said to be a member.

3.3 REPRESENTATION: Membership to this Church is on individual bases. Each member has one and only one vote. Each member can only represent himself on any meeting and speak on behalf of himself.

3.4 MEMBERS IDENTIFICATION: Members shall be given a Church ID card upon acceptance of their application by the Board and after paying the necessary fees. The ID Card will be renewed every 6 month. A member who did not pay for a period of 3 months in a raw may have to pay a new registration fee to renew his membership.

3 .5 RIGHTS OF A MEMBER: The rights of a member of the parish are:

(a) shall be elected to any office of the Church after being a member of the Church for 6 consecutive months.

(b) shall cast a vote after being a member for 3 consecutive months.

(c) shall get special benefits for Baptism, Christening and Sunday School for Children

(d) shall get special benefits for Marriage Services and Certificate, Burial rites (Faith) and Counseling by Spiritual leaders.

(e) The immediate family of a Church member shall benefit all services detailed on items (c) and (d). According to these ByLaws, immediate family is defined as the spouse, the children under the age of eighteen (18) and non resident parents of both spouses.

3.6 DUTIES OF A MEMBER: The duties of a member are to

(a) Attend regular Church services and respect orthodox Christian teachings

(b) Serve as an officer of the Church when elected and appointed.

(c) Pay all membership and other contributions when asked

(d) Refrain from all political agitation while in Church and refrain from divisive and hateful and ethnocentric viewpoints.

(e) Attend and participate in general members meetings.

3.7 DISMISSAL OF A MEMBER AND AN OFFICER: A member and any officer may be dismissed and denied his membership if

(a) One violates these Bylaws and constitution of this Church
(b) Embezzles and inappropriately uses Church property.
(c) Engages in a destructive and disruptive acts that adversely affect the unity and cohesion of the Church's community by engaging in a political, cliquish and rumor mongering and unfounded innuendoes.

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ARTICLE 4

GENERAL ASSEMBLY AND ELECTIONS

4.1 GENERAL ASSEMBLY: The general assembly of members is composed of all members whose names are duly recorded and who carry a Current and valid ID Cards, all Board members and the spiritual officers of the Church.

4.2 NOTICE AND CALL OF GENERAL ASSEMBLY: The General assembly shall be held at the Church halls or similar halls. The time, place and the agenda shall be posted on the Church walls, distributed on leaflets and printed on the monthly journal at least a month before such assembly. The General assembly shall be held once a year. Other than the current agenda, the annual report is read and the accounts of the past year are discussed. Trustees and other Officers shall be elected at the annual assembly, according to the ByLaws Attendees must sign on the register when they enter the assembly.

4.3 ORDER OF THE GENERAL ASSEMBLY: The assembly shall be opened by a prayer. The President of the Board shall Chair the meeting unless he/she delegates his/her power to some one or to an elected Chairperson from the floor. The Chairperson has to enforce all parliamentary procedures of a meeting and the adherence of the assembly to stick to a point of order.

4..4 VOTING IN A GENERAL ASSEMBLY: Votes must be cast by counting a show of hands. Votes may not be cast before or after the actual balloting takes place. The Chairperson may allow voting by a secret ballot if the assembly agrees to his suggestion, the Chairperson shall announce the results of the vote. Every member has one and only one vote regardless of his position. A member must be present in the assembly in order to vote. Absentee ballots shall not be accepted under any condition. All motions and resolutions shall require a simple majority.

4.5 QUORUM: Two third(2/3) of the total membership shall constitute a Quorum, unless otherwise stated differently as in section 3.1 of this article. If a quorum can not be obtained the meeting shall be adjourned and a second one will be called in two weeks.

4.6 ELECTIONS: Elections for the Trustees shall occur each and every year. In order to create a leadership continuity with in the Trustees, 51 % of the Trustees shall be elected in a year and 49% of them shall be elected the following year. Election for offices by the General Assembly shall follow these guidelines:

(a) An absentee member may be a candidate for election provided the consent of the nominee has been secured in writing.

(b) Any candidate may be nominated and seconded for any office, the nominee has the right to withdraw his/her name from the ballot. To be a nominee the person must be qualified member of the Church under these ByLaws and constitution.

(c) Nominee who receive the most votes and over a simple majority are declared elected. If candidates do not receive a majority vote to fill the vacant office there will be a runoff election between the candidates. In case of a tie vote, the winner shall be selected by the drawing lots.

4.7 ELECTIONS COMMITTEE: Before a General Assembly at which time elections will be held, the Board of Trustees shall form an Elections Committee and appoint any five (5) members other than the Board members. The committee shall:

(a) follow the guidelines of article 4.6 of this Bylaws and conduct properly and election with fairness to all members and candidates;

(b) shall solicit and prepare and list of nominee from members for elected offices. The number of nominees shall be twice the number of vacancies in an office.

(c) determine the number of members in attendance and the existence of forum;

(d) receive, count, tabulate and record votes, consents and ballots;

(e) hear and determine all challenges and questions in any way arising in connection the voting process.

(f) determine when the poles shall close; announce and publish the results to all members, in writing.

4.8 SPECIAL ASSEMBLY: A special assembly of all members may be called if

(a) Contemplated purchase or sale of Church properties, including promissory notes and securities where the values thereof exceeds $2000.00. The consent of such sale or purchase shall require the presence of two-third(2/3) of the members to such meeting. However roll rollovers or reinvestment of funds may not require such a meeting.

(b) The Board of Trustees loses a majority of its members due to resignation or other reasons.

(c) On written consent petitioned by one third (1/3) of the members.

(d) Half of the Board of Trustees decent on an opinion and the agree to call for a general assembly by a majority vote.

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ARTICLE 5

TRUSTEES

5.1 NUMBER: The Church shall have ELEVEN- Trustees and collectively they shall be known as the Board of Trustees. The number may be changed by amendment of these ByLaws, or by repeal of these ByLaws and adoption of a new Bylaw, as provided in these ByLaws.

5.2 POWERS: The general assembly of Parish members is the supreme power of all Church matter. The Board represents the general assembly of Parish members that elected it to this title. Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and ByLaws relating to action required or permitted to be taken or approved by the members, of this Church, the activities and affairs of this Church shall be conducted and all Church powers shall be exercised by or under the direction of-the Board of Trustees.

5.3 DUTIES: The Board shall be bound to act as set forth in these regulations and ByLaws. Any act done in contravention shall subject the Board members and its officers to recall as provided in these ByLaws in addition to other available legal measures. It shall be the duty of the Trustees to:

(a) Perform any and all duties imposed on them collectively or individually by he Articles of Incorporation of this Church, or by these ByLaws. The Board is the body who negotiates on behalf of the Church.

(b) Attend divine services and participate in the sacramental life of the Church thereby setting example for the Parish.

(c) Administer the affairs of the Parish in such matters as to aid the Priests in the fulfillment of its aims and purposes.

(d) Collect revenue for the Church, issuing receipts there of and paying by check the salaries of the Parish personnel, Parish expenses.

(e) Appoint and remove, employ and discharge, and, except as otherwise provided in these ByLaws, prescribe the duties and fix the compensation, if any, agents and employees of the Church;

(f) Supervise all officers, agents and employees of the Church to assure that their duties are performed properly;

(g) Meet at such times and places as required by these ByLaws;

(h) Provide annual budget report for the general assembly of members for approval and expenditure of the budget.

(i) The authority of the Board to incur in debt, spend and borrow money shall be limited to those amounts and items set forth by the general assembly of the Parish. Any expense and/ or debt exceeding $2000.00 per item shall require the consent of the general assembly.

(j) Upon the expiration of its term, the Board shall surrender to the succeeding Board, all Parish records, including membership lists, minutes, journals, financial records, bank books, check books, and all other properties of the Church with in thirty (30) days. Such transfer shall be in effect by a letter of transmittal to the general membership of the Parish in a memorandum and/or newsletter with a copy to the Bishop and the regional Patriarch's office.

5.4 TERMS OF OFFICE: Each Trustee shall hold office for two (2) years and until his or her successor is elected and qualified. Each Trustee is limited to serve two (2) consecutive terms of office. Vacancies as a result of dismissal or resignation shall be filled promptly to maintain the full quorum of the Board members according to regulations stated in these ByLaws.  

5.5 COMPENSATION: Trustees shall serve without compensation and without exception to any Trustee. They may be allowed reimbursement of expenses incurred on items for the sole purpose and service of the Church.

5.6 RESTRICTION REGARDING INTERESTED TRUSTEES:

Notwithstanding any other provision of these ByLaws, not more than thirty three percent (33%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:

(a) Any person currently being compensated by the Church for services rendered it within the previous twelve (12) months as a full- or part-time employee or as an independent contractor, or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

(c) Any person currently serving as a Board member to other and similar non profit organization.

5.7 PLACE OF MEETINGS: Meetings shall be held at the Church hall or other convenient location within the County of Santa Clara .

5.8 REGULAR BOARD MEETINGS

(a) Regular meetings of Trustees shall be held on the first Saturday of each month, unless such day falls on a Church holiday, in which event the regular meeting shall be held on the next Sunday . The exact time of the meeting and its duration shall be decided by the Board members.

(b) Any meeting requires and mandates the physical presence of each member to debate and vote on issues. Each Board member shall cast one vote, with voting being by ballot only. A show of hand may be used for voting if all Board members agree on the matter and recorded as such on the minute. All resolutions require a majority vote of (50% + 1) fifty percent plus one vote.

(c) All views of all trustees, dissenting or not, shall be recorded in the minutes. All resolutions once voted upon and passed and recorded as such shall be the position of each Board member in the execution and implementation without hesitation regardless of the opinion one had in the course of the discussion and debate prior to the resolution.

(d) A Board member shall have to resolve his difference of opinion on any matter with in the Board meetings among Board members. A Board member must refrain from any destructive and divisive activities outside the Board meetings.

5.9 SPECIAL BOARD MEETINGS: Special meetings of the Board of Trustees may be called by the President or by the Vice President in the absence of the President, or by the Secretary in the absence of the President and the vice President or by any three Trustees.

5.10 NOTICE OF BOARD MEETINGS: Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon forty-eight (48) hours' notice delivered personally or by telephone or Email. Such notices shall be addressed to each Trustee at his or her address as shown on the books of the Church. Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Trustees absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

5.11 CONTENTS OF NOTICE: Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting may or may not be specified in the notice.

5.12 WAIVER OF NOTICE, CONSENT AND AGREEMENT TO

HOLDING MEETINGS AND ITS MINUTES: The transactions of any meeting of the Board, however called and noticed are as valid as though the meeting had been duly held after proper call and notice, provided a quorum. As hereinafter defined, each Trustee need not sign a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof on his/her absence. All Board members who were absent for a meeting are bound by resolutions and motions in the minutes, just as those who made the quorum. It is, the duty of the each Board member to be present in the meeting and the right of the Board member to be notified about the meeting.

5.13 QUORUM FOR BOARD MEETINGS : A quorum shall consist of two third (2/3) of the total Trustees. Except as otherwise provided in these ByLaws or in the Articles of Incorporation of this Church, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

5.14 CONDUCT OF BOARD MEETINGS: Meetings of the Board of Trustees shall be presided over by the President of the Board or, in his or her absence, by the Vice President of the Board or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Trustees present at the meeting. The Secretary of the Board shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

5.15 ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT

BOARD MEETING: Any action required or permitted to be taken by the Board of Trustees under any provision of law may not be taken without a meeting, Board members of the Board shall not individually or collectively consent in writing to any action without a healthy debate among Board members in a meeting as specified by these ByLaws.

5.16 VACANCIES ON THE BOARD: Vacancies on the Board of Trustees shall exist (i) on the death, resignation or removal of any Trustee, and (ii) whenever the number of authorized Trustees is increased.

(a) Any Trustee may resign effective upon giving written notice to the President, the Secretary, or the Board of Trustees, unless the notice specifies a later time for the effectiveness of such resignation. No Trustee may resign if the Church would then be left without a duly elected Trustee or Trustees in charge of its affairs.

(b) Vacancies on the Board may be filled by approval of the members of the Church or, if the number of Trustees then in office is less than a quorum, by the unanimous written consent of the Trustees then in office. Vacancies created by the removal of a Trustee may be filled only by the approval of the members. The members of this Church may elect a Trustee at any time to fill any vacancy not filled by the Trustees.

(c) A person elected to fill a vacancy as provided by this Section shall hold office for the remaining portion of the term and until the next annual election of the Board of Trustees.

5.17 NON-LIABILITY OF TRUSTEES: The Trustees shall not be personally liable for the debts, liabilities, or other obligations of the Church.  

5.18 INDEMNIFICATION BY CHURCH OF TRUSTEES , OFFICERS, EMPLOYEES AND OTHER AGENTS: To the extent that a person who is, or was a Trustee, officer, or employee of this Church gets into a legal entanglement in defense of any civil, administrative or investigative proceeding against such person by reason of the fact that he or she is, or was, acting on behalf of the Church, the Church shall hire legal councils to such person in connection with such proceeding. If such person proceeds on his own for his legal council and becomes successful against any allegations or settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, Tines, settlements and other amounts reasonably incurred in connection with such proceedings may not be provided by this Church. However the Church shall do all it can to financially assist the person only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.  

5.19 INSURANCE FOR THE CHURCH AND AGENTS: If the Board of Trustees deems it necessary, it may adopt a resolution authorizing the purchase and maintenance of health insurance on behalf of only payroll employees of the Church and property insurance to protect the buildings, assets and valued treasures of the .Church. The Board of Trustees shall not authorize the purchase and maintenance of against any liability insurance what so ever to anyone of its Board members, officers, employees or agents of the Church.

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ARTICLE 6

OFFICERS OF THE EXECUTIVE COMMITTEE

6.1 EXECUTIVE COMMITTEE: The Board of Trustees shall, by a majority vote of Trustees, designate seven of its members to constitute an Executive Committee. The president, vise president, the secretary, the accountant, the custodian, the inspector, and the treasurer shall be members of the executive committee. These officers of this Church are elected by Board members among their ranks. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. This committee runs the day to day activities of the church as delegated by the Board and specified above by articles 6.1 and 6.2 of these ByLaws.  

6.2 REMOVAL AND RESIGNATION OF OFFICERS: Any officer may be removed, with sufficient and necessary cause, by the Board of Trustees, at any time. Any officer may resign at any time by giving written notice to the Board of Trustees or to the President or Secretary of the Church. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Trustees relating to the employment of any officer of the Church. A resigning officer shall have to clear all his obligations, material or financial responsibilities seven (7) days before his departure. Any vacancy of officers caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Trustees.

6.3 POWER OF THE EXECUTIVE COMMITTEE: The Board of Trustees may delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Church, except with respect to:

(a) The approval of any action which, under law or the provisions of these ByLaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the Board members which has the authority of the Board.

(c) The amendment or repeal of ByLaws or the adoption of new ByLaws.

(d) The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repeatable.

(e) The approval of any transaction to which this Church is a party and in which one or more of the Trustees has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

6.4 DUTIES OF PRESIDENT: The President shall be the chief executive officer of the Church and shall, subject to the control of the Board of Trustees, supervise and control the affairs of the Church and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Church, or by these ByLaws, or which may be prescribed from time to time by the Board of Trustees. He or she shall preside at all meetings of the Board of Trustees. The President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these ByLaws, he or she shall, in the name of the Church, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Trustees.

6.5 DUTIES OF VICE PRESIDENT: Perform all duties incident to the office of Vice President and such other duties as may be required by law, by the Articles of Incorporation of the Church, or by these ByLaws, or which may be assigned to him or her from time to time by the Board of Trustees.

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these ByLaws, or as may be prescribed by the Board of Trustees.  

6.6 DUTIES OF SECRETARY: Perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of the Church, or by these ByLaws, or which may be assigned to him or her from time to time by the Board of Trustees.

Subject to the provisions of these ByLaws the Secretary shall:

(a) Certify and keep at the principal office of the Church the original, or a copy of these ByLaws as amended or otherwise altered to date.

(b) Keep at the principal office of the Church or at such other place as the Board may determine, a book of minutes of all meetings of the Trustees, and, if applicable, meetings of other committees of Trustees and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

(c) See that all notices are duly given in accordance with the provisions of these ByLaws or as required by law.

(d) Be custodian of the records and of the seal of the Church and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Church under its seal is authorized by law or these ByLaws.

(e) Keep at the principal office of the Church a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

(f) Exhibit at all reasonable times to any Trustee of the Church, or to the inspection committee or attorney, on request therefore, the ByLaws, the membership book, and the minutes of the proceedings of the Trustees of the Church.

6.7 DUTIES OF TREASURER: Perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Church, or by these ByLaws, or which may be assigned to him or her from time to time by the Board of Trustees.

Subject to the provisions of these ByLaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:

(a) Have charge and custody of, and be responsible for, all funds and securities of the Church, and deposit all such funds in the name of the Church in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees.

(b) Collect and issue receipts for, moneys due and payable to the Church from any source whatsoever with a valid signature of the Controller.

(c) Disburse, or cause to be disbursed, the funds of the Church as may be directed by the Board of Trustees, taking proper vouchers for such disbursements.

(f) Render to the President and Trustees, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Church.

6.8 DUTIES OF THE CONTROLLER: Subject to the provisions of these ByLaws the Accountant shall:

(a) Keep and maintain adequate and correct accounts of the Church's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(b) Exhibit at all reasonable times the books of account and financial records to any Trustee of the Church, or to his or her agent or attorney, on request therefore.

(c) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. Issue and sign receipts for, moneys due and payable to the Church.

(d) Work with the inspections and audit committee to facilitate proper reports and accounts.

6.9 DUTIES OF THE CUSTODIAN: Subject to the provisions of these ByLaws the Custodian shall:

(a) be the chair of the Church Facilities and procurement Committee

(b) be responsible for janitorial and maintenance services

(c) seek improvement, modification and installation of any item for the church building and furniture

6.10 DUTIES OF THE ADMINISTRATOR: Subject to the provisions of these ByLaws the Administrator shall:

(a) help the priests in their Sunday and Holiday Services by preparing and getting ready all essentials for the services

(b) book and schedule marriage, christening and baptism services for the parish

(c) be the chair of Church Services and Sacraments Committee

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ARTICLE 7

AUDIT AND INSPECTION

7.1 AUDIT AND INSPECTION COMMITTEE: The audit and inspections committee is independent from the Board of Trustees and elected by the General Assembly of members of the Church. The committee shall have 3 members.

7.2 TERM OF OFFICE: Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Each officer of the inspections committee shall serve a two (2) years term.  

7.3 VACANCIES: Vacancies occurring in offices of Audit and financial affairs shall not be filled by the Board of Trustees but only by the member general assembly.

7 .4 DUTIES: The audit and inspections committee shall the following responsibilities:

(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days prior notice on the Church, and shall not have to state the purpose for which the inspection are requested.

(b) To obtain from the Secretary of the Church, upon notice, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of Trustees as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The membership list shall be made available on or before the later often (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board. To inspect both liquid and capital assets of the Church and. To inspect bank records, books of debits and credits records, receipts and proformas.

(d) Give constructive and proactive opinions to prevent misuse and abuse of finance. Suggest disciplinary actions on committees and officers who offend and violate these ByLaws.

(e) Prepare a report to all members of the Parish on the state of the Church by thoroughly inspecting all books and records every six (6) months. This report will include proposals suggestions and remarks on the functions of all offices and the financial health of the Church.

7.5 MEMBERS' INSPECTION RIGHTS :Each and every member shall have the right to get a copy of the report prepared by inspection's committee, for a purpose reasonably related to such person's interest as a member upon a written request with a copy to the Board of Trustees.

7.6 RIGHT TO COPY AND MAKE EXTRACTS: Any inspection by the inspection committee under the provisions of this Article may be made in person by an inspection committee member and the right to inspection includes the right to copy and make extracts.

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ARTICLE 8

COMMITTEES

8.1 REGISTRATION OF COMMITTEES: The Board of Trustees may, by a majority vote of Trustees form as many committees as it deems it necessary to perform a certain task for a certain and defined period of time. All committee members have the same term as the Board of Trustees with the exception of resignation and removal of the committee member. In addition and conformance with and not in contrary to these ByLaws and the Board of Trustees shall write a well defined administrative guide lines and rules to each committee. Any committee officer may be invited to a board meeting by the Executive committee of the Board to elaborate on the tasks he/she deals with. This officers shall not vote nor shall he/she participate in any decision making process of the board.

8.2 POWER OF COMMITTEES: By a majority vote of its members then in office, the-Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below three (3) the number of members of a committee and fill vacancies therein. All Committees shall keep regular minutes of its proceedings, cause them to be filed with the Church records, and report the same to the Board from time to time as the Board may require.

8.3 PERMANENT COMMITTEES: In accordance with Articles 6.2 and 6.3 of these ByLaws the Board of Trustees shall have five (5) permanent committees for an unlimited duration. These committees are
(a) the Public Relations Committee,

(b) Fund Raising Committee, (c) the Church Services and Sacraments Committee,

(d)Social Affairs Committee and (e) Church Property and Procurement Committee.

All permanent committees shall include at least one member of the executive committee of the Board and these committees shall be presided by a member of the Board.

8.4 PUBLIC RELATIONS COMMITTEE: In accordance with Articles 8.1, 8.2, 6.2 and 6.3 of these ByLaws, the duties of this committee are:

(a) the preparation and publication of the monthly journal of the Church. The Journal is a newsletter of the activities of the committees and offices of the Church. The Journal shall feature timely Orthodox Tewahedo Christian teachings of this Church.

(b) shall work to increase the members of the parish. Organize membership drives. Strive for public awareness of the church and its Holy causes.

(c) shall work with other public and private organizations and churches to help and alleviate the role of this church in the community

(d) shall work with the fund raising committee, search for funds, incomes and donations.

(e) shall solicit public opinions and criticism for the board to improve the functions of officers, committees and the clergy.

8.5 FUND RAISING COMMITTEE: In accordance with Articles 8.1, 8.2, 6.2 and 6.3 of these ByLaws, the duties of this committee are:

(a) shall solicit donations, gifts and other sources of money from individuals and organizations, for the purchase of the church. Once the church is purchased, maintain the fund raising to expand and improve the church's facilities and real estates.

(b) shall organize parties, events and fairs for the purpose to raising money

(c) shall solicit and implement creative ideas from members on how to raise fund

8.6 CHURCH SERVICES AND SACRAMENTS COMMITTEE: In

accordance with Articles 8.1, 8.2, 6.2 and 6.3 of these ByLaws, the duties of this committee are:

(a) shall help the priests in their Sunday and Holiday Services by preparing and getting ready all essentials for the services

(b) shall prepare biblical studies in accordance with the Ethiopian Orthodox Tewahedo Church 's doctrines and traditions. Invite experts, elders and educators to preach and participate in biblical studies

(c) shall organize a Church Choir and satisfy the needs of the quire for songs

(d) shall help the public and members in their participation in the Ethiopian Orthodox Tewahedo Christian Hymn on Sunday services and Holiday services

(e) shall book and schedule marriage, christening and baptism services for the parish

8.7 SOCIAL AFFAIRS COMMITTEES: In accordance with Articles 8.1, 8.2 6.2 and 6.3 of these ByLaws, the duties of this committee are:

(a) shall create an atmosphere to get member know, help and cooperate with each as a strong Ethiopian Orthodox Christian community

(b) shall organize and help prepare Sunday morning Holy feast in the traditions and customs of the Ethiopian Orthodox Tewahedo Church

(c) shall organize the traditional Holiday events and celebrations

(d) shall help and organize transportation to and from church for those who need it

(e) shall organize members to help and support the elders, the sick and needy

(f) shall organize and help employees of the church, the priests and clergy in their duties for goodwill of the church

(g) shall organize and run Sunday daycare and biblical teachings for children while their parents or guardians are in church

8.8 CHURCH FACILITIES AND PROCUREMENT COMMITTEE:

In accordance with Articles 8.1, 8.2, 6.2 and 6.3 of these ByLaws, the duties of this committee are:

(a) shall purchase of a permanent church, location search, interface with banks about loan and mortgage, follow up payment of mortgage

(b) shall run the custodianish of the church, administer maintenance and improvements

8.9 MEETINGS AND ACTION OF COMMITTEES: Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these ByLaws concerning meetings of the Board of Trustees, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Trustees or by the committee. The time for special meetings of committees may also be fixed by the Board of Trustees. The Board of Trustees may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these ByLaws.

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ARTICLE 9

DEPOSITS, FUNDS AND INSTRUMENTS

9.1 EXECUTION OF INSTRUMENTS: The Board of Trustees, except as otherwise provided in these ByLaws, may by resolution authorize any officer or agent of the Church to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Church, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Church by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

9.2 PROHIBITION AGAINST SHARING CHURCH PROFITS AND

ASSETS: No member. Trustee, officer, employee, or other person connected with this Church, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Church, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Church in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these ByLaws and is fixed by resolution of the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Church assets on dissolution of the Church. All members, of the Church shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Church, whether voluntarily or involuntarily, the assets of the Church, after all debts have been satisfied, shall be

donated to a similar Ethiopian Orthodox Church , under the same archdiocese , as required by the Articles of Incorporation of this Church and not otherwise.

9.3 CHECKS AND NOTES: Except as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Church shall be signed by the Treasurer, the Accountant and countersigned by the President of the Board.

9.4 DEPOSITS: All funds of the Church shall be deposited from time to time to the credit of the Church in such banks, trust companies, or other depositories as the Board of Trustees may select.  

9.5 GIFTS AND FUND RAISING: The Board of Trustees may accept on behalf of the Church any contribution, gift, bequest, or devise for the charitable or public purposes of this Church. The Board of Trustees shall arrange events and fairs to raise fund for the growth and development of the Church.  

9 .6 COMPENSATION: The salaries of the Priest and employees if any, shall be fixed from time to time by resolution of the Board of Trustees.  

9.7 MEMBERSHIP FEES: The Board of Trustees shall levy membership fees to all its members. It may make exceptions and exemptions to some individuals and families according to their financial status. Membership fees are composed of a one time registration fee and a monthly fee. These fees shall be decided by the Board of Trustees. Membership fees ought to be collected timely.

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ARTICLE 10

CLERGY

10.1 DUTIES OF THE PRIESTS: The duties and reputability of the Priests shall be:

(a) To be spiritual leaders and monitor and organize the spiritual sector of the Church.

(b) Serve as member in the Church Services and Sacraments Committee. Council and advice on the content and clarity of the monthly journal on matters of religious, historical and cultural accuracy of its content.

(c) To perform Church services and sacraments according to the teachings of the Ethiopian Orthodox Tewahedo Church .

(d) Arrange and perform the Church ceremonies on Sunday, Holidays, weddings, Baptism/Christening, Funerals and other required services in accordance to the Ethiopian Orthodox Tewahedo Church.

(e) Refrain from engaging in any financial and administrative affairs of the Church.

(f) The Priests shall receive salary for their services and they are employees of the Church.

(g) Visit and comfort the sick, the needy and the grieved.

(h) Find peaceful resolutions to all controversies and disputes that come to their attention, according to the traditions of the Ethiopian Orthodox Church.

(i) The power and authority of the Priests come from the people, the members of the Church, as such the Priests should be accountable to the voice and respect the interests and feelings of their Parishioners.

(J) When transferred, dismissed or suspended from the Church, the Priests shall turn over to his successor a catalogue of his duties and shall deliver all the sacred vessels, books, and all registers and religious records.

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ARTICLE 11

HONORARY TRUSTEES

11.1 HONORARY TRUSTEE MEMBERSHIP: A person who financially or otherwise helps the development of church and its community beyond and above his call of duty, who shows exemplary discipline and maturity and who is exceptionally respected by the church community may be awarded the honor of being an Honorary Trustee of the church.

11.2 DUTIES OF HONORARY TRUSTEE: Honorary Trustees do not have specific duties and functions nor do they have specific power and authority over any governance of the church. However, in time of leadership crisis and power vacuum the Honorary Trustees shall gather and seek solutions to the problems and establish tranquility through mediation.

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ARTICLE 12

RECORDS, REPORTS AND SEAL

12.1 MAINTENANCE OF CHURCH RECORDS: The Church shall keep all records at its principal office in the County of Santa Clara, California.

(a) Minutes of all meetings of Trustees, committees of the Board and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members, indicating their names and addresses the registration date and the termination date of any membership;

12.2 CHURCH SEAL: The Board of Trustees shall adopted make and use, an official Church seal which shall incorporate the Holy Cross and the name of the Church. Such seal shall be kept at the principal office of the Church. All documents and correspondence shall bear the Church seal and signatures of authorized officers. Failure to affix the seal to Church instruments, however, shall not affect the validity of any such instrument.

12.3ANNUAL REPORT: The Board shall cause an annual report to be furnished not later than sixty (60) days after the close of the Church's fiscal year to all Trustees of the Church and to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the Church as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the Church, both unrestricted and restricted to particular purposes, for the fiscal year,

(d) The expenses or disbursements of the Church, for both general and restricted purposes, during the fiscal year;

12.4 AUDITED REPORT: The annual report shall be accompanied by an auditor's report thereon of an independent accountant, or. if there is no such report, the certificate of the inspection committee of the Church that such statements were prepared without audit from the books and records of the Church.

12.5 SPECIAL REPORT: If this Church spends or receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, the Church shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of the inspection committee, as specified by the above provisions of this Section relating to the annual report.

12.6 FISCAL YEAR OF THE CHURCH: The fiscal year of the Church shall begin on the 1st of January and end on the 31st. of December in each year.

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ARTICLE 13

AMENDMENTS

13.1 AMENDMENT BY MEMBERS: Subject to any provision of law applicable to the amendment of ByLaws of public benefit nonprofit corporations, these ByLaws, or any of them, may be altered or amended, ONLY by the vote or written consent of two third (2/3) of the members of this Church. The Board of Trustees shall deliberate on the proposal and present it with recommendation to the General Assembly.

13.2 AMENDMENT BY TRUSTEES: Subject to the rights of the members in Article 12.1 amendment of the Articles of Incorporation may be adopted by the Board of Trustees.

WRITTEN CONSENT OF TRUSTEES ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the initial Trustees in the Articles of Incorporation of Saint Gabriel Ethiopian Orthodox Tewahedo Church in San Jose, a California nonprofit corporation, and, pursuant to the authority granted to the Trustees by these ByLaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing ByLaws, consisting of 25 (twenty five) pages, as the ByLaws of this Church.

________________________________

Chairman Date

________________________________

Secretary Date

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the of the Church named in the title thereto and that such ByLaws were duly adopted by the Board of Trustees of said Church on the date set forth below.

________________________________ _____________

Secretary Date

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