SGEMI By Laws

Constitution and By Laws

of

Sam Guido Evangelical Ministries International, inc.

Preamble:

We the founders and initial incorporators of this Christian ministry, to be known as Sam Guido Evangelical Ministries International, inc believe there is One Lord, One Faith and One Baptism. We believe that mankind has placed too many barriers between The Lord and his people. This ministry is established as a transdenominational ministry to enable Christians of Good Will to work together hand in hand to be ambassadors of Jesus Christ and to be a bright light shining in a dark world. We believe that too many man made traditions and theologies have separated man from God and from each other. It is the belief that if we follow The Bible alone in all things that man will find the peace and security that only comes from God through Jesus Christ.

1: Name:

The name of this corporation shall be Sam Guido Evangelical Ministries International, inc, headquartered initially at St Pauls Lutheran Orthodox Chapel, PO Box 74, Neffs, Pa, 18065, USA. The physical location may be moved at the discretion of the president and or resolution and vote of the corporate officers.

2: Purpose and Mission:

The purpose of this corporation shall be to spread the Gospel of Jesus Christ, and to function as a Christian Ministry in the manner and custom of the true Christian church in the apostolic tradition throughout the centuries using the early church as our model. This includes but is not limited to ordaining of pastors as the president of this corporation sees fit, preaching the Gospel including the conducting of worship services, administering all the sacraments, conducting and officiating wedding ceremonies, and any other activity considered customary of any other Christian ministry and church.

2A: The corporation shall assume NO legal responsibility for any member who engages in any activity which is contrary to the normal activities of a church or denomination or is illegal in any locality except for the preaching of the Gospel. This corporation will cooperate with secular authorities if it is found that a member has engaged in illicit and or illegal activities and shall not be bound by the ‘confessional seal’ if a member engages in illegal acts.

3: Denominational Affiliation:

This ministry shall initially affiliate with The Lutheran Orthodox Church, inc but shall also be transdenominational and will minister to anyone, regardless of denominational affiliation of that person, group or organization. This corporation shall also have the ability to remove itself from affiliation with any or every denomination, group or organization, by vote and resolution of the corporate officers at any time.

4: Members Affiliation:

Any person or organization desiring to affiliate with this ministry or receive services of this ministry, and any volunteer who assists this ministry in its mission and ministry may continue to affiliate with the denomination of their choice and no member shall be required to change, modify or remove themselves from the denomination of their choice. Denominational affiliation or lack of, shall be no hinderance to any member of this organization in any manner. In other words, this ministry will allow members of any Christian organization wishing to affiliate without leaving their home church, organization or body. This is a transdenominational Christian ministry. Members must agree that The Bible alone is the sole authority in all matters. This ministry uses the King James Version in all matters.

5: Corporate Officers

Sam Guido Evangelical Ministries International, inc shall have as corporate officers

a: President and CEO

The president and chief executive officer shall be the human leader of this organization and shall be ultimately responsible for all functions generally required by any corporate president and CEO. The president shall be upon his or her election (as established below), be president for life unless or until he/she retires, resigns or is removed from office by unanimous vote of the board of directors according to the rules (as established below).

b: Executive Vice President

The executive vice president shall be considered the successor to the president upon the vacancy of the office of the president and CEO. The vice president shall perform all duties of that office as is usually custom to any corporate vice president. The vice president shall be considered the second in charge, answerable only to the president of the corporation. The vice president shall be appointed by the president of the corporation, and may be removed by the president or by 3/4 majority vote of the board of directors.

c: Secretary/Treasurer

The secretary/treasurer shall be appointed by the president of the corporation and shall serve in a manner which is usual and customary of any corporate secretary treasurer. The sec/treasurer may be removed from office by the president and vice president jointly or by 3/4 majority vote of the board of directors.

d: Additional vice presidents

The president may appoint additional persons to serve in various capacities of vice president at his/her discretion in order to utilize their expertise in various capacities. This shall include but not be limited to vp of media relations, vp of marketing, vp of evangelism, vp of educational standards and so forth. The vice presidents serving in these capacities do so at the discretion of the president and may be removed at will by the president and executive vp jointly, or by 3/4 majority vote of the board of directors.

6: Board of Directors

The Board of Directors shall consist of individuals who are appointed and accept the responsibilities of such position by the president and shall ensure that the corporation remains true to its mission and purpose as established in the preamble of this constitution and set of by laws. It shall have advisory capacity to the corporate officers and shall be consulted by the corporate officers in manners pertaining to its mission as a Christian ministry.

7: Removal from office

a: The president of this corporation may be removed from office for conduct unbecoming of a Christian by a unanimous vote of the board of directors. The executive vp shall then become the president of the corporation. At that point, the new president shall appoint an executive vp.

b: The executive vp may be removed from office directly by the president or by 3/4 majority vote of the board of directors for conduct unbecoming a Christian. A hearing must be held before the board of directors whereby evidence of such conduct must be presented and a defense of same shall be afforded.

c: All other corporate officers may be removed from office by the president and exec vp jointly with or without cause or by 3/4 majority vote of the board of directors. The president alone may override the vote of the board of directors by executive order, although it is recommended that the vote of the board of directors be given the appropriate weight.

d: Any member of the board of directors may be removed from office by the president and any other corporate officer jointly for conduct unbecoming a Christian after a full hearing and the opportunity to present a defense.

8: Resolutions and Voting Procedures

a: Both the executive officers of the corporation, including the president, exec vp, sec/treas, and other vp's as well as the entire board of directors shall have the capacity to vote on any resolution presented and seconded. All resolutions must be passed by a 3/4 majority vote of the voting members with the exception of the removal of the president which must be passed by unanimous vote, except the president.

b: All eligible voting members must be given the opportunity to be heard and to vote. Any motion to present a resolution to vote on must be published to the voting member either by email or USPS and a date and time set to vote. A member shall be allowed 5 days for his/her vote to be counted. Votes shall be collected and tabulated by the sec/treasurer and published to the members.

c: All corporate officers and 3/4 of the active members of the board of directors shall be sufficient for a vote to take place and the results accepted.

d: Emergency Resolution

In the event of an issue arising which requires immediate attention and resolution before a formal vote can take place,, it shall be afforded to the corporate officers alone to pass an emergency resolution which shall have the same effect as a full vote and be binding upon the corporation. An emergency vote must be unanimous among the president, exec vp, sec treas and at least one other vp, if any, and the results and reason for such a vote must be presented to the board of directors within 1 week of such action. The board of directors may then choose to accept the resolution as written and voted or be given the opportunity to override the vote and present a new resolution.

(An example of such, but not limited to: legal issues which may require the immediate hiring of legal counsel, banking issues, emergency services such as natural or man made disasters, etc...are examples which would require immediate attention and action)

9: Dissolution

Upon dissolution of this corporation, its assets shall be collected and returned to the original owner or donated to another non profit ministry as voted on by the eligible voting members.

10: Annual Meeting

The annual meeting of the members shall be held the last week of December each year at a location designated by the president and CEO whereby the yearly report is prepared and the corporate fiscal year ends.