Caveat: This publication was prepared to provide accurate information regarding the topics covered

BYLAWS OF

WORSHIP CONCEPTS NETWORK, INC.<= /o:p>

Artic= le 1. NAME, PURPOSE

Section 1.01 - The name of the organization shall be WORSHIP CONCEPTS NETWORK, INC.

Section 1.02 - WORSHIP CONCEPTS NETWORK, INC. is organized exclusively for religious, educational and charitable purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code; more specifically WORSHIP CONCEPTS NETWORK, INC. is obedient to God in partnering with churches and Christian organizations in making known the truth of the Gospel of Jesus Christ and ministering His life and love to the peoples of = the world. This is accomplished t= hrough providing innovative concepts, resources and materials that enable persons = to be the worship God created them to be.&nbs= p; We are innovative and pursue excellence in everything, because of our adoration and honor for God, our love for Christians and our passion for the lost.

Artic= le 2. MEMBERSHIP

Section 2.01 - WORSHIP CONCEPTS NETWORK, INC. shall have no members.

Artic= le 3. BOARD OF DIRECTORS

Section 3.01 - Board Role, Size, Compensation. The Board is responsible for overall policy= and direction of WORSHIP CONCEPTS NETWORK, INC. The Board shall have up to twel= ve (12) and not fewer than four (4) Directors, in addition to the President of WORSHIP CONCEPTS NETWORK, INC. The Board receives no compensation other than reasonable expenses or as defined in Article 5.

Section 3.02 - Meetings. The Board shall meet at least four times per year, at an agreed u= pon time and place.

(a) = One or more Directors may participate in a meeting of the Board or a committee the= reof by means of conference telephone, interactive computer network, or similar communications equipment by means of which all persons participating in the meeting can communicate with each other.

(b) = Every meeting of the Board shall be presided over by the Chair or, in the absence= of the Chair, a chairman chosen by the Chair. The Secretary or, in the absence= of the Secretary, a person appointed by the Chair, shall act as Secretary. The Treasurer or, in the absence of the Treasurer, a person appointed by the Ch= air, shall act as Treasurer.

Section 3.03 - Board Elections. Election of new Directors or election of current Directors= to a second term will occur as the first item of business at the second meetin= g in the fiscal year of the Board of Directors. Directors will be elected by a majority vote of the current Directors.

(a) = No person shall be eligible for election as a Director at a meeting of the Boa= rd unless he or she has been duly nominated in accordance with the procedures specified in paragraph (b) of this Section.

(b) = The President shall announce at the meeting of the Board the number of Director= s to be elected at the meeting, shall declare the nominations of candidates for election as Directors are open and shall call for nominations from the floo= r. Nominations may be made by any Director who is entitled to vote at the meet= ing. Nominations require a second. After nominations have been made, the Preside= nt shall, on motion, declare the nominations closed, and thereafter no further nominations may be made.

Section 3.04 - Terms. All Board Directors shall serve two (2) year terms, but are eligible= for re-election.

Section 3.05 - Vacancies. When a vacancy on the Board exists, nominations for new Directors may be received from present Board Directors by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board Di= rectors with the regular Board meeting announcement, to be voted upon at the next B= oard meeting. These vacancies will be filled only to the end of the particular B= oard Director's term.

Section 3.06 - Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board Director shall be dropped for excess absences from the Board if s/he has three unexcused absences from Bo= ard meetings in a year. A Board Director may be removed for other reasons by a three-fourths vote of the remaining Directors.

Section 3.07 - Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present at= a meeting at which a quorum is present shall be the acts of the Board. <= /o:p>

(a) = Every Director shall be entitled to one vote in person or by proxy.

(b) = Any absent Director entitled to vote at any meeting of the Board may be represe= nted and may vote at such meeting by a proxy authorized in writing. Such written authorization must specify the matter with respect to which the proxy is granted, must be signed and dated by the Director granting the proxy, and m= ust be filed with the Secretary of the Corporation.

(c) = Action may be taken without a meeting, if a consent or consents in writing, sets f= orth the action so taken, and is signed by all Directors and filed with the Secretary of the Corporation.

Section 3.08 - Notice. An official Board meeting requires that each Board Director have written notice two weeks in advance.

Section 3.09 - Officers and Duties. There shall be four officers of the Board consisting o= f a Chair, Vice Chair, Secretary and Treasurer. These officers, and the Preside= nt, shall constitute the Executive Committee.&= nbsp; Their duties are as follows:

(a) = The Chair shall convene regularly scheduled Board meetings, in consultation with the President of WORSHIP CONCEPTS NETWORK, INC., and shall preside or arran= ge for other Directors of the Executive Committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.=

(b) = The Vice-Chair will chair committees on special subjects as designated by the B= oard.

(c) = The Secretary shall be responsible for keeping records of Board actions, includ= ing overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board = Director, and assuring that corporate records are maintained.

(d) = The Treasurer shall make a report at each Board meeting. Treasurer shall chair = the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board Direct= ors and the public.

Section 3.10 - Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board Director postmarked two we= eks in advance.

Section 3.11 The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporatio= n, subject to approval of the Board. The President shall execute, in the name = of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the execution thereof shall = be expressly delegated by the Board to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to= the office of President and such other duties as may be assigned by the Board. =

Artic= le 4. COMMITTEES

Section 4.01 - The Board may create committees as needed, such as fundraising, housing, et= c. The Board Chair appoints all committee chairs.

Section 4.02 - Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board= of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 4.03 - Finance Committee. The Treasurer is Chair of the Finance Committee, which includes two (2) other Board Directors. The Finance Committee is responsible for oversight of fiscal procedures, including fundraising plans, and annual budget with staff and other Board Directors. The Board must approve the bud= get, and all expenditures must be within the budget. Any major change in the bud= get must be approved by the Board or the Executive Committee. The fiscal year s= hall be the calendar year. Annual reports, with quarterly updates, are required = to be submitted to the Board showing income, expenditures and pending income. = The financial records of the organization are public information and shall be m= ade available to the Board Directors, contributors and the public upon written request.

Section= 4.04 – Minutes. Each committee shall keep regular mi= nutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its own organization and times and places of meetings unless the Board directs otherwise.

Artic= le 5. CONFLICT OF INTEREST

Section 5.01 The by-laws of WORSHIPCONCEPTS NETWORK, INC. supplements but does not replace any applicable state= and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 5.02 Interested Person(s). Any Director or officer with governing board delegated powers, who h= as a direct or indirect financial interest, as defined below, is an interested person.

(a) = A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

<= ![if !supportLists]> &nb= sp; = &nb= sp; = &nb= sp; (i) An ownership= or investment interest in any entity with which the WORSHIP CONCEPTS NETWORK, = INC. has a transaction or arrangement,

<= ![if !supportLists]> &nb= sp; = &nb= sp; = &nb= sp; (ii) A compensat= ion arrangement with WORSHIP CONCEPTS NETWORK, INC. or with any entity or individual with which WORSHIP CONCEPTS NETWORK, INC. has a transaction or arrangement, or

<= ![if !supportLists]> &nb= sp; = &nb= sp; = &nb= sp; (iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the WORSHIP CONCEPTS NETWORK, INC. is negotiating a transaction or arrangement.

<= ![if !supportLists]> &nb= sp; = &nb= sp; = &nb= sp; (iv) Compensation includes direct and indirect remuneration as well as gifts or favors that a= re not insubstantial.

<= ![if !supportLists]> = &nb= sp; = &nb= sp; = (v) A financial interest is not necessarily a conflict of interest. Under Section 5.02, a person who has a financial interest may have a conflict of interest only if= the appropriate governing board or committee decides that a conflict of interest exists.

Section 5.03 Procedures. The following procedures will be followed in regard to conflict of interest= :

(a) = In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given t= he opportunity to disclose all material facts to the Board, committees and officers considering the proposed transaction or arrangement.<= /p>

(b) = After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall de= cide if a conflict of interest exists.

Section 5.04 Addressing the Conflict of Interest. An interested person may make a presentation at the B= oard or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.<= /p>

(a) = The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the propos= ed transaction or arrangement.

(b) = After exercising due diligence, the Board shall determine whether WORSHIP CONCEPTS NETWORK, INC. can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise= to a conflict of interest.

(c) = If a more advantageous transaction or arrangement is not reasonably possible und= er circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors whether t= he transaction or arrangement is in WORSHIP CONCEPTS NETWORK, INC.’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.<= /p>

Section 5.05 Violations. In the event the Board has reasonable cause to believe a Director or officer h= as failed to disclose actual or possible conflicts of interest, it shall inform the Director or officer of the basis for such belief and afford the Directo= r or officer an opportunity to explain the alleged failure to disclose.

(a) If, after hearing the Director’s or officerR= 17;s response and after making further investigation as warranted by the circumstances, the Board determines the Director or officer has failed to disclose an actual or possible conflict of interest, it shall take appropri= ate disciplinary and corrective action.=

Section 5.06 Records of Proceedings. The minutes of the Board and all committees with board delegated powers shall contain:

(a) = The names of the persons who disclosed or otherwise were found to have a financ= ial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discuss= ions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceed= ings.<= /b>

Section 5.07 Compensation.= Any voting Director who receives compensation, directly or indirectly, from WOR= SHIP CONCEPTS NETWORK, INC. for services is precluded from voting on matters pertaining to that Director’s compensation.

(a) = A Director or voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from WORSHIP CONCEPTS NETWORK, INC. for services is precluded from voting on matters pertaining to that Director’s compensation.

(b) = No Director or voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from WORSHIP CONCEPTS NETWORK, Inc., either individually or collectively, is prohibited = from providing information to any committee regarding compensation.<= /p>
Section 5.08 Each Director, officer and member o= f a committee with Board delegated powers shall annually sign a statement which affirms such person:

(a) = Has received a copy of the by-laws,

(b) = Has read and understands the by-laws, particularly as they relate to conflict of interest,

(c) = Has agreed to comply with the policy, and

(d) = Understands WORSHIP CONCEPTS NETWORK, INC. is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accompli= sh one or more of its tax-exempt purposes.

Artic= le 6. INDEMNIFICATION

Section 6.01 - Indemnification. The Corporat= ion shall indemnify any Director or officer of the Corporation and who was or i= s a party or is threatened to be made a party to any proceeding (which shall include for the purposes of this Article any threatened, pending, or comple= ted action, or other 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 such person was or is an authorized representative = of the Corporation against expenses (which shall include for purposes of this Article attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such act= ion or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person's conduct was unlawful.

Section 6.02 - Advancement of Expenses. The Corporation shall pay the expenses (including attorneys' fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under Section 5.01 in adva= nce of the final disposition of such proceeding upon receipt of an undertaking = by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corpor= ation as authorized in this Article. The financial ability to make such repayment shall not be prerequisite to the making of an advance.

Section 6.03 - Security for Indemnification Obligations.&= nbsp; To further effect, satisfy, or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtai= n a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral, or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of WORSHIP CONCEPTS NETWORK, INC., or use any other mechanism or arrangement whatsoeve= r in such amounts, at such costs, and upon other terms and conditions as the Boa= rd shall deem appropriate.

Section 6.04 - Reliance Upon Provisions. Each person who shall act as a Director or officer of WORSHIP CONCEPTS NETWORK, = INC. shall be deemed to be doing so in reliance upon the rights of indemnificati= on provided by this Article.

Section 6.05 - Amendment or Repeal. All righ= ts of indemnification under this Article shall be deemed a contract between WORSH= IP CONCEPTS NETWORK, INC. and the person entitled to indemnification under this Article pursuant to which WORSHIP CONCEPTS NETWORK, INC. and each such pers= on intend to be legally bound. Any repeal, amendment, or modification hereof s= hall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures t= o act occurring prior to such change.

Section 6.06 - Scope of Article. The indemnification, as authorized by this Article, shall not be deemed exclusi= ve of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statue, agreement, vote of shareholders = or disinterested Directors or otherwise, both as to action in an official capa= city and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a Direc= tor or an officer of WORSHIP CONCEPTS NETWORK, INC. in respect of the proceedin= gs pertaining to actions or failures to act occurring prior to such time, and shall inure to the benefits of the heirs, executors, and administrators of = such person.

Artic= le 7. DISSOLUTION

Section 7.01 – Dissolution. Upon the dissolu= tion of WORSHIP CONCEPTS NETWORK, Inc., assets shall be distributed for one or m= ore exempt purposes within the meaning of section 501(c)(3) of the Internal Rev= enue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, f= or a public purpose.

Artic= le 8. ANNUAL REPORT

Section 8.01 - Annual Report. The President = and Treasurer shall present to the Board at its annual meeting a report, verifi= ed by the President and Treasurer or by a majority of the Board, showing in appropriate detail the following:

(a) = The assets and liabilities, including trust funds, of WORSHIP CONCEPTS NETWORK, INC. as of the end of the fiscal year immediately preceding the date of the report.

(b) = The principal changes in assets and liabilities, including trust funds, during = the year immediately preceding the date of the report.

(c) = The revenue or receipts of WORSHIP CONCEPTS NETWORK, INC., both unrestricted and restricted to particular purposes, for the year immediately preceding the d= ate of the report, including separate data with respect to each trust fund held= by or for WORSHIP CONCEPTS NETWORK, INC..

(d) = The expenses or disbursements of WORSHIP CONCEPTS NETWORK, INC., for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or = for WORSHIP CONCEPTS NETWORK, INC..

Section 8.02 Periodic reviews shall be conducted in preparation of the annual report.

(a) = WORSHIP CONCEPTS NETWORK, Inc. may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibili= ty for ensuring periodic reviews are conducted.=

(b) = Reviews shall, at a minimum, include the following subjects:

<= ![if !supportLists]>        &nb= sp;            =             &nb= sp;            =             &nb= sp;     (i) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining,

<= ![if !supportLists]>        &nb= sp;            =             &nb= sp;            =             &nb= sp;   (ii) Whether par= tnerships, joint ventures, and arrangements with management organizations conform to WORSHIP CONCEPTS NETWORK, Inc.’s by-laws and written policies<= span style=3D'font-size:9.0pt;font-family:Arial;color:black'>,=

<= ![if !supportLists]>        &nb= sp;            =             &nb= sp;            =             &nb= sp; (iii) Are proper= ly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and

<= ![if !supportLists]>        &nb= sp;            =             &nb= sp;            =             &nb= sp; (iv) Do not resu= lt in impermissible private benefit or in an excess benefit transaction.

Section 8.03 The annual report of the Board shall be filed with the minutes of the annual meetings of the Board.

Artic= le 9. TRANSACTION OF BUSINESS

Section 9.01 - Real Property. WORSHIP CONCEP= TS NETWORK, INC. shall make no purchase of real property nor sell, mortgage, l= ease away, or otherwise dispose of its real property, unless authorized by the v= ote of two-thirds (2/3) of the Board. If the real property is subject to a trus= t, the conveyance away shall be free of trust and the trust shall be impinged = upon the proceeds of such conveyance.

Section 9.02 - Negotiable Instruments. All c= hecks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may designate.

Artic= le 10. CORPORATE RECORDS

Section 10.01 - Corporate Records. The Corpor= ation shall keep at its registered office or at its principal place of business (= a) an original or duplicate record of the proceedings of the Board, (b) the original or a copy of its Bylaws, including all amendments thereto to date,= and (c) appropriate, complete, and accurate books or records of account. <= /o:p>

Artic= le 11. OFFICER AND STAFF COMPENSATION

Section 11.01 – President’s Compensation. The President’s annual compensation (including benefits) shall total no m= ore than sixty-thousand dollars ($60,000) or sixty percent (60%) of contributio= ns, which ever is less.

Artic= le 12. TITHES AND OFFERINGS

Section 12.01 - Tithe. WORSHIP CONCEPTS NETWO= RK, INC. will contribute, as an act of tithing, at least ten percent (10%) of a= ll income to the local church, partner ministries and missions organizations (= in particular The Salvation Army).

(a) = – Offerings. Offerings, in exce= ss of ten percent (10%) of income, will be made to partner ministries and missions organizations, at the discretion of the President with the approval of the = Board.

Artic= le 13. AMENDMENTS

Section 13.01 These Bylaws may be amended when necessary by a two-thirds majority of the Board = of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Artic= le 14. MISCELLANEOUS

Section 14.01 - Fiscal Year. The fiscal year = of the Corporation shall begin on the first day of January and end on the last day= of December.

Section 14.02 - Number. The singular when use= d in these Bylaws shall also refer to the plural, and vice versa, as appropriate= .

Section 14.03 - Headings. In interpreting the= se Bylaws, the headings of articles shall not be controlling.

=

These Bylaws were a= pproved at a meeting of the Board of Directors of WORSHIP CONCEPTS NETWORK, INC., v= ia electronic conferencing on Ju= ly 7, 2004.