CRES Multifaith Resources - Community Resources for Exploring Spirituality - Center for Religious Experience and Study

Directors
Section 3.1 Powers 2
Section 3.2 Number and Qualification of Directors 3
Section 3.3 Election and Term of Office 3
Section 3.4 Vacancies 3
Section 3.5 Meetings 4
Section 3.6 Consent of Absent Directors 4
Section 3.7 Quorum 5
Section 3.8 Meetings by Telephone 5
Section 3.9 Action Without Meeting 5
Section 3.10 Voting Power 5
Section 3.11 Inspection of Books and Records 5
Section 3.12 Fees and Compensation 5

Article IV

Officers, Chair and Vice Chair
Section 4.1 Officers 6
Section 4.2 Election 6
Section 4.3 Removal and Resignation 6
Section 4.4 Vacancies 6
Section 4.5 Compensation of Officers 6
Section 4.6 Bond 6

Article V

Duties of Officers, Chair and Vice Chair
Section 5.1 Chair of the Board 7
Section 5.1a Vice Chair of the Board 7
Section 5.2 President 7
Section 5.3 Vice President 8
Section 5.4 Secretary 8
Section 5.5 Assistant Secretary 8
Section 5.6 Treasurer 9
Section 5.7 Assistant Officers 9
Section 5.8 Executive Committee 9

Article VI

Signature Authority and Representation
Section 6.1 Contracts, Checks, etc. 9
Section 6.2 Proxies in Respect of Securities of
Other Corporations 10

Article VII

Indemnification
Section 7.1 Action Other Than By or in the Right of the
Corporation 10
Section 7.2 Action by or in the Right of the Corporation 10
Section 7.3 Determination of Right to Indemnification 11
Section 7.4 Right to Indemnification 11
Section 7.5 Prepaid Expenses 11
Section 7.6 Other Rights and Remedies 11
Section 7.7 Insurance 12

Article VIII

Miscellaneous
Section 8.1 Seal 12
Section 8.2 Fiscal Year 12
Section 8.3 Waiver of Notice 12
Section 8.4 Amendments 13
Section 8.5 Interpretation 13
Section 8.6 Inoperative Portion 13

REVISED BYLAWS

WORLD FAITHS CENTER FOR RELIGIOUS EXPERIENCE
AND STUDY, INC.

A Kansas Not-for-Profit Corporation

Article I

Offices

Section 1.1 Principal Office. The principal office for the transaction of the business of the Corporation shall be located at 4601 College Boulevard, Suite 360, Leawood, Johnson County, Kansas.

Section 1.2 Registered Office and Resident Agent. The Corporation's registered office in the State of Kansas shall be at 12413 Sagamore Road, Leawood, Johnson County, Kansas 66209, and its resident agent at that address shall be David A. Stallings. The Corporation, by resolution of its Board of Directors, may change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution, the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State, and a certified copy thereof shall be recorded in the office of the Register of Deeds for the county in which the new registered office is located (and in the old county, if such registered office is moved from one county to another).

Section 1.3 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

Article II

Membership

Section 2.1 Members. The Corporation shall have members as required by Kansas law, but the conditions of membership are that each member be approved by the Board of Directors to serve on the Board of Directors. No creedal test shall exist for membership.

Article III

Directors

Section 3.1 Powers. Subject to the provisions of the Articles of Incorporation, the Bylaws, and Kansas law, all corporate powers shall be exercised by or under the authority of, and the property, business and affairs of the Corporation shall be managed by the Board of Directors. Without limiting the foregoing, and subject to the same limitations, the directors shall have the power:

(a) to alter, amend or repeal the Bylaws of the Corporation;

(b) to select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with Kansas law, or with the Articles of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service;

(c) to conduct, manage, and control the affairs of the Corporation, and to make such rules and regulations therefor not inconsistent with Kansas law, the Articles of Incorporation or the Bylaws, as they may deem appropriate;

(d) to change the principal office and registered office for the transaction of the conduct of the Corporation's affairs from one location to another as provided in Article I hereof;

(e) to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Kansas, as provided in Article I, Section 1.3 hereof;

(f) to designate any place in or out of the State of Kansas for the holding of any directors' meeting or meetings;

(g) to adopt, make and use a corporate seal, if any, to prescribe the forms of certificates of membership, if any, and to alter the forms of any such seal and of any such certificates from time to time, as they may deem appropriate, provided any such seal and any such certificates shall at all times comply with the requirements of Kansas law;

(h) to borrow money and incur indebtedness for purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name,

promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor; and

(i) to appoint an executive committee and one or more other committees, composed of one or more directors, and to delegate to any such committees any of the powers or authority of the Board in the management of the conduct and affairs of the Corporation, except the power to adopt, amend or repeal the Articles of Incorporation, or the Bylaws or to fill vacancies in the Board of Directors. The committees shall fix their own rules of procedure. A majority shall constitute a quorum but the affirmative vote of a majority of the whole shall be necessary for any action. The committees shall keep minutes of their proceedings and report these to the Board of Directors.

Section 3.2 Number and Qualification of Directors. The number of directors of the Corporation shall be up to 25 directors, the specific number to be determined by a vote of the majority of the Board of Directors.

Section 3.3 Election and Term of Office. One-third (1/3) of the directors shall be elected at each annual meeting of the members, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at a special meeting of the members held for that purpose as soon thereafter is convenient. Commencing in 2000, one-third (1/3) of the directors shall be elected for a one-year term; one-third (1/3) for a two-year term and one-third (1/3) for a three-year term. Thereafter, each director's position up for election shall be for a three-year term. Each director shall hold office until he resigns, is removed, or a successor is elected and qualified. At any annual or special meeting of members, if the notice of such meeting states that one of the purposes of the meeting is to consider the removal of one or more named directors, any one or more of such directors may be removed from his position as such, if two-thirds (2/3) of all of the directors in attendance then entitled to vote in an election of directors vote in favor of such removal. A director may resign at any time, including at a stated future date, upon written notice to the Corporation.

Section 3.4 Vacancies. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. If at any time, by reason of death, resignation, removal or other cause, the Corporation should have no directors in office, then any officer may apply to a District Court for a decree summarily ordering election as provided for by Kansas law. Each director so elected shall hold office until he or she resigns, is removed, or a successor is elected and qualified at an annual or a special meeting of the directors.

A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the directors fail, at any annual or special meeting of directors at which any director or directors are elected, to elect the full authorized number of directors to be voted for at the meeting, or if any director or directors elected shall refuse to serve.

If a director resigns effective at a future date, a majority of the directors then in office, including those who have so resigned, may elect a successor, the vote thereon to take effect and the successor to take office when such resignation shall be effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

Section 3.5 Meetings. Regular and special meetings of the Board of Directors shall be held at any place in or out of the State of Kansas which may be designated from time to time by resolution of the Board or by the timely announcement by the chair of the Board at a convenient place. In the absence of any such designation, all meetings shall be held at the principal office of the Corporation.

The annual meetings of the directors shall be held on the first Monday of the month of March in each year at 7:30 p.m. of that day. At such meeting, directors and officers shall be elected, reports of the affairs of the Corporation shall be considered, and any other business shall be transacted. Other regular meetings of the Board of Directors shall be held with or without notice at such times and places as the Board of Directors may from time to time designate in advance of such meetings; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board, if any, or the President or, if he is absent or unable or refuses to act, by the Secretary or any other director. Notice of any meeting, including time and place of the meeting, unless waived by attendance thereat or by written consent to the holding of the meeting, shall be given to each director by any of the following means: (a) by written notice mailed at least five (5) days before the date of such meeting; or (b) by fax notice sent with proof of receipt at least 5 days before the date of such meeting; (c) by E-mail or electronic process; (d) by posting such notice on the web site of the organization which is www.cres.org.; or (e) by the receipt of minutes from the prior meeting of the Board wherein the next Board meeting time and place is disclosed. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place was fixed at the meeting adjourned.

Section 3.6 Consent of Absent Directors. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.7 Quorum. A majority of the total number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. Whether or not a quorum exists, a majority of the directors present may adjourn any directors' meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board of Directors.

Section 3.8 Meetings by Telephone. Members of the Board of Directors of the Corporation, or any committee designated by the Board, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.9 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent to such action in writing and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 3.10 Voting Power. Each director shall be entitled to one vote.

Section 3.11 Inspection of Books and Records. Any director shall have the right to examine the Corporation's books and records for a purpose reasonably related to such director's position as a director. When there is any doubt concerning the inspection rights of a director, the parties may petition the District Court, which may, in its discretion, determine whether an inspection can be made and whether any limitations or conditions should be imposed upon the same.

Section 3.12 Fees and Compensation. Directors shall not receive any stated salary for their services as directors, but pursuant to a resolution of the Board of Directors, adopted before or after the meeting for which payment is to be made, a fixed fee, with or without expenses of attendance, may be allowed one or more of the directors for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

Article IV

Officers, Chair and Vice Chair

Section 4.1 Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The Corporation shall have a Chair of the Board. Any number of offices may be held by the same person.

Section 4.2 Election. The President, Vice President, Secretary and Treasurer shall be elected by the Board of Directors at its annual meeting of the directors, and each shall hold his office until he resigns, is removed, or his successor is elected and qualified. At any meeting, the Board of Directors may elect such other officers as the Board of Directors deems appropriate, each of whom shall have authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time specify, and each shall hold office until he or she resigns, is removed, or his or her successor is elected and qualified.

Section 4.3 Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the directors then in office, at any regular or special meeting of the Board. Any officer may resign at any time upon written notice to the Corporation.

Section 4.4 Vacancies. In case any office shall become vacant because of death, resignation, removal, or any other cause, the directors then in office, even if less than a majority of the entire Board of Directors, may, by a majority vote of those voting, choose a successor or successors for the unexpired term.

Section 4.5 Compensation of Officers. Officers and other employees of the Corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board of Directors, adopted in advance or after the rendering of the services, or by employment contracts entered into by authority of the Board of Directors. The power to establish salaries of officers, other than the President or Chair of the Board, may be delegated to the President, Chair of the Board, or a committee.

Section 4.6 Bond. The Board of Directors, by resolution, may require any and all of the officers to give bond to the Corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to

comply with such other conditions as may from time to time be required by the Board of Directors.

Article V

Duties of Officers, Chair and Vice Chair

Section 5.1 Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors at which he or she may be present and shall have such other duties, powers, and authority as may be prescribed elsewhere in these Bylaws. The Chair shall represent the Corporation in ceremonial and business matters as the Chair and President find agreeable.

The Board of Directors may delegate such other authority and assign such additional duties to the Chair of the Board, other than those conferred by law exclusively upon the President, as the Board may from time to time determine. The Board may designate the Chair of the Board as the chief executive officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation's business and affairs between the Chair of the Board and the President.

Section 5.1a Vice Chair of the Board. The Board of Directors shall elect a Vice Chair at its annual meeting who shall serve as Chair if the elected Chair is not available.

Section 5.2 President. Unless the Board of Directors otherwise provides, the President shall be the chief executive officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect, subject to the rights of the directors to delegate any specific powers to any other officer or officers of the Corporation. The President, along with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors may sign deeds, conveyances, bonds, mortgages, contracts or other instruments which the Board of Directors has authorized to be executed, and unless the Board of Directors shall order otherwise by resolution, the President may borrow such funds, make such contracts, and execute such agreements, financing statements, certificates, documents and other instruments as may be incident thereto, as the ordinary conduct of the Corporation's business may require.

Unless the Board otherwise provides, the President or any person designated in writing by the President may (i) attend meetings of stockholders of other corporations to represent the Corporation thereat and to vote or take action with respect to the shares of any such corporation owned by this Corporation in such manner as the President or the President's designee may determine, and (ii) execute and deliver written consents, waivers of notice and proxies for and in the name of the Corporation with respect to any such shares owned by this Corporation.

The President shall, unless the Board of Directors provides otherwise, be ex officio a member of all standing committees.

The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

If a Chair of the Board be elected or appointed and designated as the chief executive officer of the Corporation, the President shall perform such duties as may be specifically delegated to the President by the Board of Directors and as are conferred by law exclusively upon the President.

Section 5.3 Vice President. In the absence or disability of the President, the Vice President or Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, may perform all the duties of the President, and when so acting shall have with the same force and effect all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the chief executive officer of the Corporation, or these Bylaws.

Section 5.4 Secretary. The Secretary shall keep the minutes of the Board of Directors, and Board of Directors' committee meetings in one or more books provided for that purpose.

The Secretary shall be custodian of the corporate records and of the seal, if any, of the Corporation. The Secretary shall see that the seal, if any, of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws. The Secretary shall keep a register of the post office address of each member which has been furnished to the Secretary. The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and that the voting list is prepared for directors' meetings. In general, the Secretary shall perform all duties incident to the office and such other duties as may from time to time be assigned to him by the chief executive officer, the Board of Directors, or these Bylaws.

Section 5.5 Assistant Secretary. Each Assistant Secretary that may be elected by the Board of Directors shall hold office for such period and shall have such authority and perform such duties as the Board of Directors or these Bylaws may prescribe. In the absence or unavailability of the Secretary, the Assistant Secretary may perform the

duties and exercise the powers of the Secretary with the same force and effect as if performed by the Secretary.

Section 5.6 Treasurer. The Treasurer shall have responsibility for the funds and securities of the Corporation. The Treasurer shall receive and give receipts for moneys due and payable of the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board of Directors. The Treasurer shall disburse or permit to be disbursed the funds of the Corporation as may be ordered or authorized generally by the Board. The Treasurer shall render to the chief executive officer of the Corporation and the directors whenever they may require it an account of all his transactions as Treasurer and of those under his jurisdiction and of the financial condition of the Corporation, including an annual budget proposal.

In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the chief executive officer, the Board of Directors, or these Bylaws.

Section 5.7 Assistant Officers. Each assistant officer that may be selected pursuant to these Bylaws shall hold office at the pleasure of the Board of Directors. In the absence or non-availability of the principal, the assistant may perform the duties and exercise the powers of the principal with the same force and effect as if performed by the principal. The assistant shall also have such lesser or greater authority and perform such other duties as the Board of Directors or these Bylaws may prescribe.

Section 5.8 Executive Committee, Other Committees and Task Forces. The Chair of the Board of Directors and the principal officers shall constitute the Executive Committee and may invite other directors from time to time. It is the purpose of the Executive Committee to formulate policy and planning, subject to the Board's approval. Each committee and task force will have a purpose specified by the Executive Committee or Board of Directors.

Article VI

Signature Authority and Representation

Section 6.1 Contracts, Checks, etc. The officer or agent that the Board of Directors designates shall sign all contracts and agreements that the Board authorizes, as well as all checks, drafts, bills of exchange, or other orders for payment of indebtedness that the Corporation has issued in its name. Designation of those with authority to sign for the Corporation may be general or for a specific purpose. The Board may authorize the use of facsimile signatures on any document.

Section 6.2 Proxies in Respect of Securities of Other Corporations. Unless the Board of Directors provides otherwise, the President or in his absence or disability a Vice President may from time to time appoint an attorney or an agent to exercise in the name and on behalf of the Corporation, the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation to vote or to consent in respect of that stock or those securities. The President or in the President's absence or disability, a Vice President, may instruct the person or persons the President or Vice President appoints as to the manner of exercising the powers and rights, and the President or in the President's absence or disability, a Vice President, may execute or cause to be executed in the name and on behalf of the Corporation all written proxies, powers of attorney, or other written instruments that the President or Vice President deems necessary in order for the Corporation to exercise those powers and rights.

Article VII

Indemnification

Section 7.1 Action Other Than by or in the Right of the Corporation. The Corporation may indemnify any person 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, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an officer, member or director of the Corporation or is or was serving at the request of the Corporation as a director or member of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' and accountants' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her 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 or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 7.2 Action by or in the Right of the Corporation. The Corporation may indemnify any person 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 or she is or was a member, director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or member of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' and accountants' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, 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 or her duty to the Corporation unless and only to the extent that 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 and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 7.3 Determination of Right to Indemnification. Any indemnification under section 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or 2 of this Article. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Section 7.4 Right to Indemnification. Notwithstanding the other provisions of this Article, to the extent that a person holding an office or position specified in Section 1 or 2, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including reasonable attorneys' and accountants' fees) actually and reasonably incurred by him or her in connection with such action, suit, proceeding, claim, issue or matter.

Section 7.5 Prepaid Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the specific case by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, provided that the Board first shall obtain an undertaking by or on behalf of the person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

Section 7.6 Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any bylaws, agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has

ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.7 Insurance. If the Board of Directors so directs by resolution, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or 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 any liability asserted against him or her and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

Article VIII

Miscellaneous

Section 8.1 Seal. If the Board of Directors decides to adopt a seal of the Corporation, it shall be circular in form, shall bear the name of the Corporation, and shall contain the following words:

CORPORATE
SEAL
KANSAS

Section 8.2 Fiscal Year. The fiscal year of the Corporation shall be as established by the Board of Directors.

Section 8.3 Waiver of Notice. Whenever notice of an annual, regular or special meeting of the Board of Directors or any committee of the Board is required to be delivered to a person under any of the provisions of these Bylaws, a written waiver of notice signed by such person, whether signed before or after the meeting, shall be deemed equivalent to the timely delivery to such person of written notice of such meeting. Attendance of a person at a meeting also shall be deemed equivalent to the timely delivery to such person of written notice of such meeting, unless such person attends such meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and states such to be his purpose at the beginning of the meeting. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors or any committee of the Board of Directors need be specified in any written waiver of notice of such meeting, regardless whether such specification would be required in the notice of such meeting.

Section 8.4 Amendments. The Bylaws may be amended or repealed as provided in the Articles of Incorporation. If no provision is made in the Articles of Incorporation they may be amended or repealed as provided in this Section 8.4. The Board of Directors, by a majority vote may adopt new Bylaws, or amend or repeal existing Bylaws, at any annual, regular or special meeting.

Section 8.5 Interpretation. Whenever the context indicates, the masculine gender in these Bylaws shall include the feminine and neuter, and the singular shall include the plural or vice versa. The table of contents and headings are solely for organization, convenience, and clarity. They do not define, limit, or describe the scope of these Bylaws or the intent in any of the provisions.

Section 8.6 Inoperative Portion. If any portion of these Bylaws shall be invalid or inoperative, then, to the extent reasonable and possible, the remainder shall be valid and operative, and effect shall be given to the intent that the portion held invalid or inoperative manifests.

IN WITNESS WHEREOF, the undersigned, being all of the Directors of the Corporation, hereby respectively approve the above and foregoing as the Bylaws of the Corporation, this ________ day of ___________________________, 1999.

___________________________________

SECRETARY'S CERTIFICATION

The undersigned certifies as follows:
I am the duly elected and acting Assistant Secretary of World Faiths Center for Religious Experience and Study, Incorporated, a Kansas not-for-profit corporation, who hereby certifies that the foregoing Bylaws constitute the original Bylaws of Said Corporation, as duly adopted at a meeting of the Board of Directors held on the _____ day of _________________________, 1999.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this ________ day of __________________________, 1999.

___________________________________
Secretary

(SEAL) ??