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[includes April 25, 2000 amendment]

First Congregational Church Foundation

Bylaws

Article I Name

The name of the Foundation shall be First Congregational. Church Foundation

Article II Operating Principles

2.1. All members of First Congregational Church in good standing ate members of the Foundation

2.2. The basic purpose of the Foundation shall be to endow First Congregational Church of Indianapolis in a secure and prudent manner and to perpetuate its ministry.

2.3. There will be two separate tends in the Foundation: the Capital Improvements Fund and the Endowment Fund.

2.4. The Board of Directors of the Foundation shall honor the intent of the donors of gifts designated for either fund; unrestricted gifts with no fund designation shall be divided equally between the two funds, or as otherwise determined by the Congregation.

2.5. The net Income of the two funds of the Foundation may be used as follows: The primary application of the income of the Capital Improvements Fund shall be to fund major repairs or improvements to the Church's physical plant and the secondary application shall be for such other purposes as the Congregation directs; the Endowment Fund shall be a perpetual fund, the interest only of which shall be spent for the operation of the Church or as otherwise directed by the Congregation.

2.6. The Board of Directors shall invest, administer and disburse the funds.

2.7. Expenses incurred by the Foundation (promotion, publicity, consultations, fees, etc.) shall be paid from the Income of the Foundation.

2.8. The corpus of the Capital improvements Fund may be used to fund any needs of the Church as budgeted or for special need, as approved by the Congregation or an annual basis and otherwise necessary.

2.9. The corpus of the Endowment Fund may be used to fund emergency needs of the Church, as approved by the Congregation.

Article III Members

3.1. The members of this Foundation shall consist of all the members in good standing of the First Congregaional Church of Indianapolis, as provided in the Constitution of the Church.

3.2. Meetings of the membership of the Foundation shall be conducted in accordance with the rules for meetings of the Congregation as set forth in the Constitution of the Church

3.3. Notice of the regular and special meetings of the members of the Foundation shall be made through the regular channels of communication consistent with the then current practice of the Church for notification of its members concerning the election of church officers,

Article IV Board of Directors

4.1. The control and management of the affairs of this Foundation shall be vested in a Board of Directors of seven members

4.2. The Directors shall be chosen as follows: one director shall be appointed by the Trustees each year to serve a three-year term. At least two of the Trustee appointments shall be members of the Trustees. One director shall be nominated by the Nominating Committee and elected by the congregation each year to serve a three-year term.

4.3. When a vacancy occurs on the Board of Directors, it shall he filled by the original appointing body. The Board of Directors shall have the power to fill any vacancy which may occur in any office and to establish and maintain such committees as they may choose and to prescribe the duties, rights and powers thereof. A Director or officer elected to fill the vacancy shall serve for the unexpired term of his or her predecessor in office.

4.4. A regular annual meeting of the Board of Directors shall be held concurrent with the annual meeting at the Congregation and Church Foundation,

4.5. Special meetings of the Board of Directors shall be held at the time and place in the City of Indianapolis or at any other place within or without the State of Indiana whenever called by the president, vice president or by a majority of the Board.

4.6. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the Board then in office.

4.7 Notice of regular annual and special meetings o the Board of Directors shall be given to each Director orally or in writing at least 24 hours before the time fixed for the meeting and such notice shall advise each Director as to the time, place and general purpose of the meeting and shall be delivered personally or by telephone or telegram or mailed postage prepaid to each Director at his or her Last post office address as it appears on the books of the Foundation.

4.8. The Board of Directors or any committee thereof may, at. any time, act by unanimous written consent, although not formally convened.

4.9. Whenever all of the Board of Directors shall meet, such meetings shall be valid for all purposes without call or notice, or waiver of call and notice. No call or notice of any meeting of the Directors shall be necessary if waiver of call and notice is signed by all the Directors,

Article V Officers

5.1 The Board of Directors shall elect the officers of the Foundation who shall serve for one year or until the it successors ate duly elected and qualified. Any officer may be elected to successive terms. Such election shall regularly take place at the annual meeting of the Directors provided, however, that elections of officers may he held at any other meeting of the Board of Directors The office's of the Foundation shall consist of a president, a vice president, a secretary and a treasurer. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

5.2. The Board of Directors may appoint such other officers, its addition to the officers in this Article V expressly named, as they shall deem necessary, who shale have such authority to perform such duties as may be prescribed from time to time by the Board of Directors or by the President,

5.3. All officers and agents shall be subject to removal as an officer at any time by the affirmative vote of the majority of the members, of the Board of Directors.

5.4 (a) President. The President shall be the chief executive of the Foundation. He or she shall preside at ail meetings of the Directors, shall be ex officio a member of all standing or special committees, shall have general charge of the activities of the Foundation, and shall see that all resolutions of the Board are carried into effect.
(b) Vice President. The Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
(c) Secretary. The Secretary shall attend all sessions of the Board, and shall record the minutes of ail proceedings in a book to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the Board of Directors, and shall take care of all correspondence under the supervision of the President, and shall perform such other duties as may be prescribed by the board of Director's or the President. An Assistant Secretary if appointed, shall, in the event of the Secretary's absence or inability to act, perform the duties and functions of the Secretary,
(d) Treasurer. The Treasurer shall have the custody of the Foundation's funds and shall keep full and accurate account of receipts and disbursements, and shall deposit monies and other valuable effects in the name and to the credit of the Foundation and such depositories as may he designated by the Board of Directors He or shall disburse the funds of the Foundation as may he ordered by the Board, demanding proper vouchers for such disbursements and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require, an account of all his or her transactions as Treasurer and of the financial condition of the Foundation, The Treasurer may be required to furnish a surety bond in the amount determined by the Board, the premium of which shall be paid by the Foundation. An Assistant Treas¬urer, if appointed, shall, in the event of the Treasurer's absence or inability to act, perform the duties and functions of the Treasurer.

5.5 The Board of Directors may engage the services of such other employees, including, but not limited to, an Investment Manager, as may from time to time be deemed necessary or advisable for the objects and purpose of tie Foundation,

Article VI Amendments

The Board of Directors shall have power to make, amend, and repeal the Bylaws of the Foundation by vote of a majority of all the Directors present at any regular or special meeting of the Board, provided that written notice of the meeting is given in accordance with paragraph 4.7 above, or without any such notice by vote of two-thirds (2/3) of all the Directors.