BYI-AWS

ARTICLE I
T{AlIE
The name of fre prporation

shall be called, "DIIfINE WORD COlllfUHICATIOflSi"

ARTICLE Ir
PURP{OSES

Scction L Prcqrte

Callrolic Fduation

The purpces of this rcrporation shall be to promote education of the General Public
on the beliefs of Christianity in iB fullness, in the Roman Catfiolic Church, thmugh
telecommunications, confurencs, and other furms of media.
Sclion

?* EnPuraoe

Involv,cment

in local Ca0ElicJrarishq;

To enourage irwolvement by dre general public in Christian activitis within tieir

local parisfre of their Roman C"atholicChurch.
Seclion 3. ,To Urib

Boob.

Tlacts. etr-

To write, publisfi and distribuh books, tr?cts, etc. br minlsffy b priests and lay
leaders arourd the world.
Serllon

4" Mc

and Editu thtr Fornan GatEdic Ghurdr

Generally to promote and edify the Churctt of lsus Christ, wherever it may be
fuund, and b communicate and propagaE the Gospl of Jeus Christ, by any and
every means, by encouraging prayer br the bhl enrarlgeliza$onof the rrorld, by
enmuraging a spirit of unity among all God's drildren and by ministering b thce
who are sufiering fur the cause of Christ, in faithfulns
to the magisterium and
teachings of $e Roman Catholic Churcfi.
{pction

5. l|d +rd Initiab

Relbiotrs

Worfs

To initiate, participate in, mainhin and aid all sudt religious and cfraritable works as
the Boad rnay onsider advisable sudr as mission agencies, sdrcols, cfiurches, etc.
lpctioa

6 Tp Prqnote

Soiritual Grorrtlr

To promote spiritual growth among its corporate ofiFcersand donors by 1) allowing

Jesus to be Chief Executive Officer of Divine Word Communications, 2) spreading ttre
Wotd of God through telecommunietions and other mears, 3) maintaining a spirit of
rejoicing ln atfr for all tfrings, and 4) by maintaining a life of Bible study and prayer.

ARrICLE III
STATET=I|T OF FAITH
we befieve in God, the Father almighty, creator of heaven and earth.
we believe in Jesus chrlst, his only son, our Lord. He was oneived by the power
of thg Holy Sprit and bom of the Virgin Mary. He suftred under Fontiui pitate, was
crucified, died, ard rras buried.
He descended to the dead.
On the third day he rme again.
He asended into heaven, and is seaEd at the right hand of the Father.
He will @me again to judge the living and the dead.
We believe in the Holy Spirit, the holy catholic Church, the ommunion of saints,
the
furgiveness of sins, the resurrection of the body, ano lire everlasting.
ARECLE TV
|{EADQUARTEHi AI{D OFFICERS;

The InEmatlonal and the U.S.A. Headquartersof Divine Word &mmunicafions shall
h located in the United Stats of America at sucfr place as may h determined by
the Board of Directorg br fie present time it will-be in naglviln, ruioama.
Scction 2- Brancft Olfices
other l{ational or branch office< may be opened in ountries or shte where- sucfi
an
added e:tpansion is deemed desimble by the Board of Directors in oroei to
its purpcc and objectives. Current brancfr offices are tocateo in Mobile,
lgmrlis!
Alabama, Fairhop, Alabama, and Fensaola, Fforida
ARTXCLEY
OFFICERIS
Scction 1. Board gtr ffre6rs
There shall be a board of directors of not less than three reputable persons
who are
electd annually to administer the afFairsof tfie orpomtion. Thee directors
shatt be
eligible to succeed themselves. These direclors stratl nave and er<ercise
alt the
qgwqF oIF" corporation as fully and cornpletely as tfie orporation ould in
dirrting the corporation to attain her purpses ind goals.

Secti,on ?- Offierc

of tlrc Corooration

The officers of the corporafron shalt be a Prsidenf a Vice-Presldent, a Secrebry, a

Treasurer and sucfi other of,Fers as the Board of Dire$rs may determine and as
may be elected in amrdance with tfie provisiom of thisArtide.
Section 3. Elerilion and Tcnn of Otk
The offiers of the orporation shall be decFd annually by tfre Board of Direturs- If
the election of officers shall not be held at strcfi mding, sudr eHion sfiall be hdd
as soon thereafter as onvenienfly may be. Vaencies may be filled or new offies
created and filled at any meeting of the Board of Directors, wtren prior to sucfi
meeUng, eacfi member of the Board has been'duly notified of the plan b fill or
create and fill sttcfi offices ten days in advance of said Eoard of Directors rneeting.
Eadt offier shall hold office until his successor shall have been duly elected and
shall have gualified.
Secilion 4. Rsnovd
Any offier or agent etstd or appointed by the Board of Diredors may be rernoved
by the Board of Directors whenever in its judgment the ffi intersts of the
orporation wqtld be served thereby, but sucfi rernoval shall be without prejudice to
the ontract rights, if any, of the person so removed.
ffin

5. Vacancirs

A rracancy in any ffie because of dedr, resignatilrn, rnrval, dlsquallllcailon r

otfierwise, rnay be filled by the Board d Dire6rs fur $e unexpired portion dthe
term.
Sec&n

6. Prcsirlent

In addition to Jesus Ctrrist, the Pnesident shall be the prindpal qeqrtive offier of
the orporation and shall in general srpervise and ontrol allthe business and afiairs
of the orporatbn, The President sfiall prside at all meetings of the Board of
Dlrectons. He may sign, witfi the secrebry, assisbnt secretary or any other proper
ofFss of the corporation authorizd by the Board of Direbrs, any deeds,
mo.rtgages, bonds, contraG, or other InstrumenE whidt the Board of Directors have
authorized b be secuted, elGBFt in rc
where tle s[ning and execution thereof
shall be opresly delegaEd by the Board of Direturs or by drcse by-tarw or by
statuE b some other offier or incident to the offie of Preident ard sucfi other
duties as may be prescribed bV the Board of Dire&rs from time b dme. He shatt
appoint the mernbers of all emmittes, ard sfrall designate the drairrnan of said
ommittees.
Seclion ?. Ylce-PrcCdent
In the absene of the hesident or in the event of hb inabitity or refirsal to act, the
Vice-President (or in Ure event there may be rnor than one Vic*Presideng the VicePreident, in order of designafion, or in the absence of any dsignation, then in the
order of their election except the Vice-President fior stewardship) shall per&rm the

dutis of the President and when so acting, shall have all the poryers of and be
subject to all tlre retrictions upon the Presidenl Any viedsdent
sfralt perfiorm
such other duties a from time b time may be eided
b him by the F+bsidentor
by the Board of Directsrs. In the event the Presidern refirs b act, then iny vicePresident or director of the &ard of Dire&rs strall act
Section & Secrctarv
The Secretary shill keep, or supervise the keeping of the minuF of proceedings
of
meetings of the Board of Dire6rs in one or morsbooks prwided for that purpose,
shall see that all noties are duty given in amrdance with dre provisio* of
tfto"
by-laws or as reguirredby law, shall be the orsbdian of the corporate records and
*d of the corporation and see that the seal of the orporation is affxed to ail
documents, tfie orecution of whicfi on behalf ol Ur" corporation undir its seal is
duly
autfiorized in amrdance with the provisions of these by-laws, shalt keep a register
of the post office address of each Director, and shall in
ieneral perform all duties
incident to the ofFce_ofSecretary and sudr other duuesis from time to time
may be
assigned to him by the Presiderit or the Board of Direcbrs. The books and reords
of
the corporaUon in the possessionof the Secretary shall at all times be the propegy
and be available to the corporation, and upon the terminauon of his office, he
shall
deliver to his sucrFssor or to the presidingLofficer of tfie Board all records,
doctments and other property of the orporation in hls posession. In perfurming
the duties of his office, he may be asilsted as prescribed by the Board 6f oirecors.
Scction 9. Trwrrer
rf required by Ute Board of Dire6rs, the Treasurer
shall give a bond fur the faithful
disdtarge of his duties in sudr sum and with sucfi slrrcry or strreties as the Board
of
Dlrectors shall ddermine. He sfiall have cfiarge ard orfrocry of and be responsible
br all funds and seqrrities of the @rpoftrtion;-reeive ard give receipE fur moneys
due and palrable to the corporation from any source wtratsoever, and deposit
all such
moneys in the name of the corporation in sudr banks trust ompanies oi other
deposibries as sfiall be selected in aeordane with tfri provtxoh of these
by-taws;
and in gereral perfurm all the duHes incident to the ffide of Treasurer and
sucfi
other duties as from time to time may h assigned to him by the presideni
or Oy the
Board of Directons.

The Board of Dtrectors may elect an Assisnt secrebry and Assisbnt

Trasurer,
whicfi in the absence of ttre Secrebry orTreasurer strait permrm
dutie of the officer
so absnt. The asslstant shall perfo;n sucfi other dudesre may be
assigned to
them by Ure tsoard of Directors. Eacfr Assistant Treanrer s*rall be rquired
to gl\re a
bond as reguired by the Board of Directors br the faiftful perftrmance
of his duties.

There shalt be an Executive C.ommitEe of the Board conslsting

of the president,
seretary and Treasurer all of whom shall be Board memaea and
any other
members of the Board elected annually bv the Dire6rs, ard selected
by the Board
to serve on the c-ommitte. The Executtue Boad shan have all
of $re powers of the

Boardof Directors,exceptthat it shalfnot: tal amenothe Constitutidn

oigy-bws,

{b) elect or appoint offiers, (c) elect or appoint directors, td) sell, encumber or
ontract for real estate or major improvements'therein e:(ept sucfi as may be
rceived in its deftrred giving prqtrdn. The Exm.rtfue Commi&e, however, shall
have full povver to supervise and direct the stewardship program of the mision.
Sec:|lon 12. Cornoensation
Compensated individuals will not be allowed to vote on decisions concerning their
ourn @mpensation or the compensation of persons related b them.
ARIICI-E VI
I'IEETINGS
Sectlon 1. Procedurcs lbr Board lleellnos
1. The Board of Directors shall meet twice a year. Slormally, these meefings
shall be held in January and July. The January meeting shall be the annual
meding.
2. The Directors' meefings may be furmally called by the President or by the
Secetary on direction of the President or by the Secrehry on direction of two
Directors.
3. lfotice of the Board rneetings shall meet quarErty to review the progress and
to o(ecute normal business d the orporation,
4. The ExecuUve Commi@ shall meet guarterly b review the progrs and to
o(ecute normal business of the orporation.
5. In case of emergency, a special meeting may be called by the President or by
' any trvo directors
fur any and all of fte diftrent Boards within the
orporaUon.
6. A quorum for the transaction of business at any meefing of the Board of
Direftrs srhall onsist of trc-hirds dtste rnernbers of the Board.
7. Every member of the Board of Directors in good sbnding shall be endfled to
one vote and resoluUons of any business must be carried out on the basis of a
trrc-$ird majority of &oe present at the meeting.
8. l{o error in giving notie of any nreeffng shall innalidaE sudr meeting or make
void any proceeding taken $ere aL
9Fction 2. order of EuslnFss fort{re Annual Heefino orf ilre goard of
Dlrcctor:g

1 . Veriflcationof quorum prenL

2. The readingof the minutesof the AnnualGeneralmeting last held, together
with the minutesof any interveningor oincident generalmeeting.
3. Businessarising from the minutes.
4. Prsentation of financial sEEment by the Treasurershowing revenuesand
o<pendihrresof the orporafion.
5. The annual report of the Prsident oudining the signiftcantdevelopmentsof
the year completed.
6. Electionof Direftrs and ofFcersof the orporation br the oming year.
7. New busines,
8. Adjournment.

ARTICIf

rfII

OUALIFIIN*TIOTS' 9F THE BOAND ilE||BENS

Each Berd Membershould be a Catholic pledgd b supprtthe nrylsErium and
teacfiings of the Roman Catlulic Churcfi, and who agrs b affirm the s*atement of
faith in Article III, and ommit hinself to the purpmes and goals of ffre corporation.
He should be willing to work with otfrer Board members in carrying out the duties
and responsibiliU& of the corporation.
ARTICLE VIII
BRATIC}I OFFICEIi

This corporation may set up a brandr ofFce or branch offices within the Unibd Sbtes
of America or outside as the Board deenrs it neessary in acfiiwing iB worldwide
goals and objectives- A brandr ofFce shalt function under the InEnra$onal
HeadguarErs administration and direction,
Sdon

Brardr

Offices Outsirle t|re UniH

ffies

In case of a brandr office ouEide of the United States, the office shall be set up in
keeping with the larys of the land wlth the bllowing general practirec.
1. It shall have a responsible Board of Directors b manage the alliairs of the
@rporation.
Z. It shall be registered with the Govemment and fulfill alt the rcquirernents of
Sre law of the land.
3. An E:<eqrtive Directorsfrall be appoinEd by the Board of Direcbrs b
adminisbr and manage the business of the corporation.
ARTICLE Xf
AUDTTS
Should it be the desire of the Board of Diretrrs, tae reunts
of t$e corporation
shall be audited annually by a Certified Public Accountant selected by the Board of
Directors.
AR'ICLE X
T}IE SEAL
SecUon l.. The Contrd ard Use of dre Seal
1- The &ard of Direcbrs may adopt a eal which shall be the common seal of
the corporation.

2. The ommon seal of the corporation shall be under the contrql of the
Direftrs, and shall be placed under the custody of the scetary.

3. All doanments rcquiring ertiffcation by the orporation strall be certified by

affixing the seal thereto in the prsnce
Seaetary orTreasurer.

of the president, Mce president,

ARTICLE ET
BORROWII|G FOWER
fur the purpose of carrying out the objectives of the corporation, the Directors may
borrow or raise or secure the payment of money in sucfr manner ass thev think fit,
and in partiq.rlar by direct loans frrom ftnancial institutions.
ARTTCLE nII
DSISOLUTION
In the event of the dissoluUon of this corporation, its assets not required fur the
payment of its liabilitie and obligauons and not held upon condiuon requiring return,
specific trarrfrr, or @nveyance upon dissolution, shall be paid over and transrurred
to one or nnFe orporations, societies, or organiafions engaged in activities
substantially similar to those of this orporation, pursuant to a plan of distribution
adopted as prwided in the non-proftt orporation laws of the State of Alabama,
provided, hdvver, that no distribution of aets of this corporation shall be made to
any organization if at the Ume of distribution the propced disUibuEe is not an
organizafron descrlbed in Secfion 17O(b) (1) (i) (vi) of the Inernal Renenue Code of
1986, as arnended , and which has not been determined by the Commissioner of
InErnal Revenue b be exempt from income taxes under Sections 5O1 (a) and 501
(c) (3) of the Intemal Renenue &de of 1986, as amended
ARTICLE NV
ArUdes of this Constitution may be repealed, altered, or added b by a two-thirds
vote of the members of the Board of Directors at any regular or special meeting of
the Board of Directors, provided that any modification of the By-laws shall be
submitted in wriUng to all members of the Board of Directors at which a vote is to be
bkpn on the proposed modification of the By-laws. But ro repeal, alteration or
amendment$all be enbrced or acted upon until the amended artide is registered
with the Secretary of State, if required by law.

NancyL. Worley

P.O.Box 5616
Montgomery,AL 36103-5616

Secretaryof State

STATE OFATABAMA
I, Nancy L. WorleyoSecretaryof Stateof the Stateof Alabama,having custody
of the Great and Principal Sealof said State,do herebycertify that
the

domestic

discl-ose

that

corporation,

oivine

word

incorporated

discl-ose

that

said

file

on

in

this
a

Communications t

in

on ,June 23, 2003.

Alabama
do not

records

corporation

Winston

further

Divine

County,

certify

that

office

non-profit
Haleyville,
the

records

Word Communi-cations has been

dissolved.

In TestimonyWhereof, I have hereunto set my hand

and affixed the Great Seal of the State,at the Capitol,
in the City of Montgomery, on this day.
November l-, 2006

Nancy L. Wo

Secretaryof State