Pleasant Grove United Methodist Church

Section I

Name

Section 1.01 This organization shall be known as the Pleasant Grove United Methodist Church, Inc.

Section II

Objectives and Purposes

Section 2.01 The objective and purpose of this organization is to promulgate the doctrine of The United Methodist Church consistent with its Book of Discipline..

Section III

Offices and Registered Agent

Section 3.01Registered Office. The Corporation shall designate and continuously maintain a registered office in the State of Tennessee.

Section 3.02 Principal Office: The principal office of the Corporation shall be that which is designated as such in this Charter.

Section 3.03 Other Offices:  The Corporation may also have other offices within and without the State of Tennessee at such places as the Board of Directors may from time to time determine.

Section 3.04 Registered Agent: The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office.

Section IV

Board of Directors

Section 4.01 General Powers and Qualifications:  All corporate powers of the Corporation shall be exercised by and under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directors. All Directors must be natural born persons and shall be at least eighteen (18) years of age.

Section 4.02 Numbers of Directors: The Board of Directors shall be comprised of no less than five (5) Directors and no more than twelve (12) Directors.

Section 4.03 Election and Tenure:  Directors shall be elected by members at a regular meeting of the Pleasant Grove United Methodist Church Board to be held in Shelbyville, Tennessee, to serve a term of five (5) years or until his or her successor is elected and qualifies, subject, however, to the .removal of any Director as allowed by law.

Section 4.04: Regular Meetings: Regular meetings of the Board of Directors may be held without notice on the third Sunday night of each quarter in the months of February, May. August and November, if not a legal holiday, and if a legal holiday, then on the next succeeding business day not a legal holiday, to he held at the Pleasant Grove United Methodist Church located at 1597 Highway 130 West, Shelbyville, Tennessee, or any other time and place determined by the Board of Directors.

Section 4.05: Special Meetings: Special meetings of the Board of Directors may be called by the President or by any two (2) Directors as business needs way dictate.

Section 4.06: Notice of Meetings: Except as otherwise provided by the by laws, the notice requirements for meetings are as follows:

(a) Regular meetings of the Board of Directors must be preceded by at least two (2) days notice to each Director of the date, time and place, but not the purpose of such regular meeting

(b) Special meetings of the Board of Directors must be preceded by at least two (2) days notice to each Director of the date, time and place, but not the purpose of such special meeting.

(c) Notwithstanding (a) and (b) just above, any action by the Board of Directors to remove a Director or to approve a matter that would require approval by the members of the Corporation, if the Corporation had Members shall be preceded by at least seven (7) days written notice to each Director that the matter will be voted upon at the therein specified meeting of the Board of Directors, unless such notice is waived pursuant to Section 4.07 or 7.04 below.

Section 4.07: Waiver of Notice of Meeting: If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.08: Quorum and Voting:  A quorum of the Board of Directors consists of a majority of the current Directors. in the event a quorum is present when a vote is taken, the affirmative vote of the Directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.

Section 4.09: Vacancy: If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from a removal of Director with or without cause:

(a) The Board of Directors may fill the vacancy; or

(b) If the Directors remaining in office somehow constitute less than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office.

Section 4. 10: Removal of Director Without Cause: The Board of Directors may remove any Director without cause by the affirmative vote for such removal of two-thirds (2/3) of the Directors in Office.

Section 4.11: Action Without Meeting: Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all Directors consent to taking such action without a meeting. If all Directors so consent, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting is the act of the Board, except as otherwise provided by the Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each Director entitled to vote, indicate each signing Director’s vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.

Section 4.12: Indemnification: With respect to claims or liabilities arising out of service as a Director of the Corporation. the Corporation shall indemnify and advance expenses to each present and future Director (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as here after adopted or amended.

Section 4.13: Immunity:   To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended. Each present and future Director (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Corporation.

Powers and Duties of Officers. The powers and duties of the officers of the Corporation shall be as follows:

a)      President  The President Shall be the Chief Executive Officer of the Corporation. Shall have general and active management of the Corporation.

And shall see that all orders and resolution of the Board of Directors are carried into effect. however to the right of the Board of Directors to delegate unless exclusively conferred upon the President by law, to any other officer(s) of the Corporation.

(b)   Secretary shall attend all meetings of the Board of Directors of the Corporation and shall be responsible for the care and custody of the minute book of the Corporation and for authenticating records of the Corporation. It shall be his or her duty to give or cause to be given notice of all meetings of the Board of Directors. The Secretary shall also perform such other duties as may be assigned him or her by the Board of Directors or by the President. under whose supervision he or she shall act. In the event the Secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take such minutes. the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes.

(c) Treasurer: The Treasurer shall have custody of the Corporation funds and securities. shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books, and shall require deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board of Directors, The Treasurer shall require disbursement of the funds of the Corporation as may be- ordered by the Board of Directors, and shall render to the President and the Board of Directors. at any time they may require, an account of his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 5.05: Removal: The Board of Directors may remove any officer at any time with or without cause.

Section 5.06: Vacancies: Any vacancies occurring in the offices of President. Secretary or Treasurer shall be filled by the Board of Directors as soon as practicable. Vacancies in other offices may delegate the powers of such officer to any other officer or to any Director for the time being.

Section 5.07: Delegation of Powers and Duties: In the case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient. the Board of Directors may delegate the powers of such officer to any other officer or to any Director for the time being.

Section 5.08: Indemnification: With respect to claims or liabilities arising out of service as an officer of the Corporation. the Corporation shall indemnity and advance expenses to each present and future officer (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee. both as now in effect and as hereafter adopted or amended.

-                                Section VI

-                                Records and Reports

Section 6.01: corporate Records: The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors, without a meeting, and appropriate accounting records.

Section 6.02: Records at Principal Officer: The Corporation shall keep at all times a copy of the following records at its principal office:

(a.) Its Charter or Restated Charter and all amendments thereto;

(b.) These Bylaws and all amendments thereto;

(c.) A list of the names and business or home addresses of its current Directors and officers; and

(d.) The most recent annual report delivered to the Tennessee Secretary of State.

Section 6.03: Annual Financial Statements: The Corporation shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for the year, and such other information necessary to comply with the requirements of the applicable provisions of the Tennessee Nonprofit Corporation Act.

Section VII

Miscellaneous Provisions

Section 7.01 Fiscal Year: The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.02 No Seal: The Corporation shall have no seal.

Section 7.03 Notices:               Whenever notice is required to be given to Directors or officers, unless provided by law, the Charter or these Bylaws. such notice may be given in person. or by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail, or private carrier. if such notice is given by mail, it shall be sent postage prepaid by first class United States mail or by registered or certified United States mail return receipt requested, and addressed to the respective address that appears for each person on the books of the Corporation. Written notice shall be deemed to have been given at the earliest of the following: 

   (a.) When received.

(b.) Five (5) days after its deposit in the United States mail if sent first class, postage prepaid; or

(c.) On the date on the return receipt, if sent by registered or certified United States mail. return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee.

Section 7.04 Waiver of Notice: Whenever any notice is required to be given under the provisions of any statute, of the Charter or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.

Section 7.05 Negotiable Instruments: All checks. drafts, notes or other obligations of the Corporation shall be signed by such of the officers of the Corporation, or by such other person(s), as may be authorized by the Board of Directors.

Section 7.06 Deposits: The monies of the Corporation may be deposited in the name of the Corporation in such bank(s) or financial institution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or person(s) designated by resolution adopted by the Board of Directors.

-                            Section VIII

Amendment of Bylaws

Section 8.01: By Board of Directors: By a majority vote of the Directors then in office. the Board of Directors may amend these Bylaws at any regular or special meeting of the Board of Director-s where a quorum is present, provided that such meeting is preceded by at least two (2) days notice to each Director of the date, time, and place of the meeting. Such notice shall also state that the purpose or one (1) of the purposes, of the meeting is to consider a proposed amendment to the Bylaws. And shall contain or be accompanied by a copy or summary of the proposed amendment or state the general nature thereof The Directors, without a meeting, may also amend these Bylaws in the same manner as provided therefore herein, except that such action -to amend must be by a majority vote of the Directors then in office.

ON THIS THE­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­_____________DAY OF ___________________________, 2009. THE AFORE ATTACHED SIGNATURES SIGNIFY THE APPROVAL OF THESE BYLAWS BY THE BELOW SIGNED BOARD OF DIRECTORS OF THE SAID CORPORATION.

Alvis Turrentine

Lynn Wilhelm

Betty Nelms

Dorris Turrentine

Jeffrey Ray

Cheryl Jackson

Betsy Craig

Judy Blevins

Paul Gambill

Brent Davidson

Freddie Pimentel

Jim Wilson