AMENDED AND RESTATED
BYLAWS
OF
THE UNITED METHODIST STEWARDSHIP FOUNDATION

ARTICLE I   —  NAME AND DURATION

The name of the corporation is The United Methodist Stewardship Foundation and the duration is perpetual.

ARTICLE II  —  PURPOSE

The United Methodist Stewardship Foundation (hereinafter referred to as “The Stewardship Foundation”) established under the laws of the Commonwealth of Pennsylvania provides a structure for the people of God to make contributions or gifts from whatever source whether unrestricted or for designated purposes and hold the same for such designated purposes or subject to any conditions specified in the terms of the gift or grant and in furtherance of the purposes of The Stewardship Foundation which includes the current and future ministry and mission of the Susquehanna Conference The United Methodist Church (the “Conference”) and its local churches, and other charitable, religious or educational organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or corresponding section of any federal tax code, provided that such organizations’ purpose and mission are consistent with The Social Principles of The United Methodist Church.  The Stewardship Foundation shall promote, receive, manage and distribute such contributions and gifts or the income therefrom.  The Stewardship Foundation shall also conduct programs of Christian stewardship education on behalf of the Connectional Ministries of the Conference.  The Stewardship Foundation shall operate exclusively for charitable and religious purposes within the meaning of Section 501(c)(3) of the Code, and solely for such purposes exercise all rights and powers conferred by the laws of the Commonwealth of Pennsylvania upon nonprofit corporations.

The Stewardship Foundation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section501 (c)(3) of the Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Sections 170, 2055, and 2522 of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).  No part of the net earnings of The Stewardship Foundation shall inure to the benefit of, or be distributable to its members, officers, directors or other private persons except that The Stewardship Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

No substantial part of the activities of The Stewardship Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and The Stewardship Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE III  —  LOCATION

The principal office of The Stewardship Foundation shall be located at 303 Mulberry Drive, Suite 300, Mechanicsburg, Cumberland County, Pennsylvania, or at such other location as the Board of Directors of The Stewardship Foundation may subsequently determine.  The Stewardship Foundation may have such other office within the bounds of the Conference as the activities of The Stewardship Foundation may require and as the Board of Directors may determine from time to time.

ARTICLE IV  —  MEMBERSHIP

The members of The Stewardship Foundation shall be all clergy and laity members of the Conference, as defined by the then current Book of Discipline of The United Methodist Church (collectively, the “Members”).  The Members may vote and take action and transact any business of The Stewardship Foundation that may be properly transacted by the Members at any time in a given calendar year.

ARTICLE V  —  MEETINGS OF MEMBERS

Section 5.1  Annual Meeting.  An Annual Meeting of the Members shall be held at the place of the annual meeting of the Conference (the Annual Conference), the hour and day to be set by the President of The Stewardship Foundation in consultation with the Sessions Committee of the Conference.  This meeting shall be presided over by the Presiding Bishop of the Susquehanna Conference of the United Methodist Church, with the Conference Secretary recording the official minutes.  At such Annual Meeting, The Stewardship Foundation shall distribute a written report, including an audit summary, showing its income, expenses, gifts received, investment transactions, income earned on investments, distributions made, and a listing of the assets on hand as of the end of the preceding calendar year.

Section 5.2  Special Meetings.  Special meetings of the Members may be called by the President of The Stewardship Foundation, or any two officers of The Stewardship Foundation, or upon written petition containing the signatures of not less than one-tenth of the membership. 

Section 5.3  Notice of Meeting.  Separate written notice of the Annual Meeting of the Members of The Stewardship Foundation shall not be required since the notice of the Annual Conference session shall be deemed to constitute a note of that meeting.  In case of a special meeting, the purpose or purposes of the meeting, as well as the date, time and place thereof, shall be stated in a written notice.  If mailed, the notice may be sent by regular mail and shall be deemed to be delivered when (1) addressed to the Members at the addresses on the records of the Conference, (2) adequate postage thereon has been paid, and (3) deposited in the United States mail.  Such notice shall be given not less than twenty, nor more than fifty, days before the date of the special meeting.  Notice of an adjourned meeting is required.

Section 5.4  Voting Rights and Quorum.  Each Member shall be entitled to one vote.  Voting shall be in person and not by proxy.  At any meeting of the Members, those Members who are present and voting shall constitute a quorum.  A majority vote shall govern, except where a larger number is required by statute.

ARTICLE VI —  GOVERNANCE

Section 6.1  Board of Directors.  The affairs of The Stewardship Foundation shall be managed by a Board of Directors, all of whom must be adult members of the United Methodist Church.  They may or may not be laity members of the Annual Conference.

Section 6.2  Authority  —  General.  The Board of Directors shall have power in general to do all things in and about control and management of the property and affairs of The Stewardship Foundation consistent with the law, the Articles of Incorporation of The Stewardship Foundation and these Bylaws.  It may from time to time adopt such regulations as the Directors may deem prudent and expedient within the scope of these Bylaws with respect to the powers and duties of the officers, assistant officers and agents of The Stewardship Foundation, and with respect to the conduct of The Stewardship Foundation’s business.  The Board of Directors shall have no power or authority whatever to obligate the Conference, the United Methodist Church, nor any parts thereof, on any contract, agreement, purchase order, or for any financial commitments of any character or description created, undertaken, or assumed by The Stewardship Foundation.

Section 6.3  Limitation of Authority Regarding Distribution of Gifts or the income Therefrom.  Undesignated contributions and gifts (i.e., contributions and gifts received from donors who have not given written directions regarding the use to be made thereof) and the income therefrom shall be distributed as determined by the Conference Council on Finance and Administration.  Written directions from donors regarding the use to be made of their contributions and gifts or the income therefrom shall be strictly adhered to, except when deviations from those directions have been approved by a court of law, or except when such directions do not further the charitable, religious and educational purposes of The Stewardship Foundation pursuant to Section 501(c)(3) of the Code.

Section 6.4  Limitations on the Board of Directors.  Without the approval of the Members, the Board may not:

amend The Stewardship Foundation’s Articles of Incorporation or the Bylaws; or

authorize fundamental changes to The Stewardship Foundation, including the adoption of a plan of dissolution of The Stewardship Foundation; the adoption of a plan of merger, consolidation, division, conversion or affiliation with another entity; and change to the current corporate organizational structure.

Section 6.5  Membership of the Board.  The Directors shall be up to seventeen (17) in number.  Twelve Directors shall be elected at-large, one-fourth of whom shall be clergy as defined in the then current Book of Discipline of the United Methodist Church.  In addition, the Immediate Past President of The Stewardship Foundation, provided that such individual may be appointed and removed as determined by the Board of Directors, shall serve as a voting Director.  The following four persons shall serve as ex-officio, non-voting members:

the Resident Bishop of the Harrisburg Episcopal Area or the Bishop’s designate,

the President of the Conference Board of Trustees or the President’s designate,

the Chairperson of the Conference Connectional Ministries or the Chairperson’s designate, and

the Chairperson of the Conference Council on Finance and Administration or the Chairperson’s designate.

The Treasurer/Comptroller of the Conference, or designee, and the Executive Director of The Stewardship Foundation also shall participate in meetings of the Board, without vote.  

Section 6.6   Term of Office.  The at-large Directors shall be elected for a term of three (3) years, except for elections to fill unexpired terms.    No at large Director shall serve more than three (3) complete consecutive terms, not including serving for an unexpired portion of a prior Director’s term.  After serving three (3) complete consecutive terms, a Director must wait one (1) year from the date such Director’s last term ended before being elected for a new term.

Section 6.7  Nominations.  (a)  The nominations shall be submitted by the Conference Committee on Nominations for election by the Members of The Stewardship Foundation at its Annual Meeting, such nominations to come from the Committee on Nominations.  To assist them the Board of Directors of The Stewardship Foundation shall provide one name for each vacancy to be filled.  Additional nominations also may be made by petition signed by twenty-five (25) or more Members of The Stewardship Foundation and filed with the Secretary of The Stewardship Foundation at least ten (10) days prior to the scheduled time for the election.

(b)  In selecting candidates for at-large Directors who are clergy or laypersons, The Stewardship Foundation shall make a good faith effort in the nomination process to have equal representation from each district in the Conference.

Section 6.8  Election of Directors.  Directors shall be elected by majority vote of the Members of The Stewardship Foundation during Annual Meetings of The Stewardship Foundation, except to fill interim vacancies.

Section 6.9  Interim Vacancies.  Vacancies during the interim between Annual Meetings may be filled until the close of the next Annual Meeting by a majority vote of the Directors then in office, after consultation with the Chairperson of the Conference Committee on Nominations.  At the next Annual Meeting after a vacancy occurs, a Director shall be elected by the Members of The Stewardship Foundation to fill the unexpired term.

Section 6.10  Removal of Directors. Except as provided in Section 6.5 herein, Directors may be removed from office by a majority vote of the Members of The Stewardship Foundation in attendance at the Annual Meeting.  In addition, both the Board and the Members shall have the power to remove any Director from office whenever, in its respective judgment, the best interests of The Stewardship Foundation will be served by taking such action.  For removal by the Board, such action shall require a two-thirds vote of the Directors at large and the Immediate Past President who are then in office.

Section 6.11  Meetings.  The Directors shall hold regular meetings at least twice each year.  Special meetings may be called by the President or by three Directors.

Section 6.12  Notices of Meetings.  At least ten days advance notice of any meeting, including the time and place, shall be given in writing to each Director.  Notice of an adjourned meeting shall not be required, except for an announcement made at the meeting at which the adjournment action is taken.  Such notice shall be either in person, by telephone, by postal service mail (postage pre-paid), by telegram, by common carrier, or by facsimile transmission to the address and/or number supplied by each Director for the purpose of such notification..

Section 6.13 Quorum.  One-half of the Directors at large and the Immediate Past President then in office shall constitute a quorum for the transaction of business at a meeting, and, except as otherwise provided herein, the acts of a majority of those Directors who are present shall be deemed to be the acts of the Board of Directors.

Section6.14  Executive Committee.  The Board of Directors shall have an Executive Committee consisting of the elected officers and such other persons, if any, as may be selected for that purpose by the Board.  The Executive Committee shall exercise the powers granted to it by the Board of Directors.  Minutes shall be recorded of all meetings of the committee.  A copy of these minutes shall be maintained in the corporate files located at the office of The Stewardship Foundation, and a copy of these minutes shall be submitted to the Board of Directors.

Section 6.15  Other Committees.  The Board of Directors may have other standing or ad hoc committees, with such powers, duties and members as may be determined by the Board of Directors from time to time.  The President shall be an ex-officio member of all committees.  Minutes shall be recorded of all meetings.  A copy of these minutes shall be maintained in the corporate files located at the office of The Stewardship Foundation, and a copy of these minutes shall be submitted to the Board of Directors.

Section 6.16.  Action by Consent.  Any action which may be taken at a meeting of the Board may be taken without a meeting if unanimous consent in writing setting forth the action so taken shall be signed by all of the Directors then in office and filed with the Secretary of The Stewardship Foundation.

Section 6.17  Meetings by Conference Telephone.  One or more Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other, and all persons so participating shall be deemed present in person at the meeting.  

Section 6.18  Resignation.  A Director may resign at any time by giving written notice of resignation to the Secretary of The Stewardship Foundation.   Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.19  Compensation.  Directors shall not be entitled to receive compensation from The Stewardship Foundation for their services as Directors or in any other capacity, except that they may be reimbursed for expenses reasonably incurred in the performance of their duties. 

Section 6.20  Conflict of Interest.  Each Director of The Stewardship Foundation stands in a fiduciary relationship with The Stewardship Foundation and is required to perform his or her duties in good faith, in the best interests of The Stewardship Foundation and with reasonable care.  In order to preserve its tax exempt states under Section 501(c) of the Code, The Stewardship Foundation must avoid conferring a private benefit on individuals, particularly “insiders” which includes directors or officers of The Stewardship Foundation.  The Board shall adopt a Conflicts of Interest Policy.  Any transaction or arrangement between an “insider” and The Stewardship Foundation must be approved in accordance with the provisions of such policy.

Section 6.21  Personal Liability of Directors:

A Director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless;

the Director has breached or failed to perform the duties of his or her office under 15 Pa. C.S.A. Sections 512 and 5712; and

the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

This Section 6.21 shall not limit a Director’s liability for monetary damages to the extent prohibited by the provisions of the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

Section 6.22  Standard of Care; Justifiable Reliance.  

A Director shall stand in a fiduciary relation to The Stewardship Foundation and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of The Stewardship Foundation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.  In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

One or more officers or employees or other persons of The Stewardship Foundation whom the Director reasonably believes to be reliable and competent in the matters presented.

Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.

A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

Consideration of Factors.  In discharging the duties of their respective positions, the Board, committees of the Board and Directors may, in considering the best interests of The Stewardship Foundation, consider the effects of any action upon communities in which offices or other establishments of The Stewardship Foundation are located, and all other pertinent factors.  The consideration of those factors shall not constitute a violation of Section 6.21 above.

Presumption.  Absent breach of fiduciary duty, lack of good faith or self-dealing, any action taken as a Director or any failure to take any action shall be presumed to be in the best interests of The Stewardship Foundation.

Notation of Dissent.  A Director who is present at a meeting of the Board, or of a committee of the Board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of The Stewardship Foundation immediately after the adjournment of the meeting.  The right to dissent shall not apply to a Director who voted in favor of the action.  Nothing in this section shall bar a Director from asserting that minutes of the meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of such minutes, the Director notifies the secretary of the meeting of the in writing of the asserted omission or inaccuracy.

ARTICLE VII  —  OFFICERS

Section 7.1  Enumeration.  The Stewardship Foundation shall have a President, a Vice-President, a Secretary and a Treasurer, and may have such other officers and assistant officers as the Board of Directors shall authorize from time to time.

Section 7.2  Election.  The officers of The Stewardship Foundation shall be elected by the Board of Directors at an organizational meeting to be held not more than thirty days after the close of each Annual Meeting of the Members of The Stewardship Foundation.  Interim elections to fill unexpired terms of officers may be conducted by the Board as the need arises.

Section 7.3  Nominations.  Prior to each organizational meeting, the President, in consultation with the Executive Committee, may appoint a Nominating Committee to nominate officers for election by the Board of Directors.  Additional nominations may be made from the floor at the organizational meeting.

Section 7.4  Duties of Officers.  The duties of the officers shall be the usual and customary duties of the offices so held or may be prescribed by motion or resolution.

Section 7.5  Removal of Officers.  Any officer or agent elected or appointed by the Board may be removed either by the Members or by a majority of the Board whenever, in their respective judgments, the best interests of The Stewardship Foundation will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  The Board has the power to fill any vacancies in any office occurring in any manner.

Section 7.6  Resignation.  An officer may resign at any time by giving written notice of resignation to the Secretary of The Stewardship Foundation.   Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.7  Form of Execution of Certain Instruments.  Any note, mortgage, evidence of indebtedness, or security agreement, or any assignment or endorsement thereof, executed or entered into between The Foundation and any other person, must be signed by the President or Vice President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of The Foundation, only after being approved by the Board of Directors.

ARTICLE VIII  —  EXECUTIVE DIRECTOR AND STAFF

The Board of Directors may choose to employ an Executive Director to administer the day-to-day activities of The Stewardship Foundation and to execute the policies, programs and other measures for carrying out the purposes of The Stewardship Foundation and such other duties as may be assigned from time to time by the Board of Directors, the Executive Committee or the President.  The Executive Director shall participate in meetings of the Board of Directors but shall not have the power to vote on any matter under consideration by the Board.  The Executive Director shall be responsible for employing and supervising such staff as may be authorized from time to time by the Board of Directors.

ARTICLE IX  —  ACTIONS CONSISTENT WITH

THE BOOK OF DISCIPLINE

The affairs of The Stewardship Foundation shall be conducted in a manner consistent with The Book of Discipline of the United Methodist Church, insofar as such provisions apply to The Stewardship Foundation.  Funds held for investment shall be invested in harmony with The Social Principles of The United Methodist Church.

ARTICLE X  —  RELATIONSHIPS

The Stewardship Foundation shall be amenable to the Conference and shall work in coordination and cooperation with the Conference, its agencies, local churches, and the institutions related thereto, and shall provide such financial development services as may from time to time be mutually agreed upon by The Stewardship Foundation and those institutions.

ARTICLE XI  —  AMENDMENT OF BYLAWS

Section 11.1  Authority of the Board.  Subject to the limitations provided by law and the then current Book of Discipline of The United Methodist Church, the Board of Directors shall have the power to make, alter, amend or repeal the Bylaws of The Stewardship Foundation, subject to the power of the Members of The Stewardship Foundation to veto, alter, amend or repeal the same.  Any such action to change the Bylaws shall require a two-thirds vote of the Directors at large and the Immediate Past President who are then in office.  This may be done at a regular or special meeting duly convened after written notice of that purpose to all of the Directors.

Section 11.2  Authority of Members.  If the Bylaws should be changed by the Directors as specified in Section 11.1, written notice of that change shall be given to the Members of The Stewardship Foundation within thirty (30) days after approval of the change by the Board of Directors, but not less than ten (10) days prior to the next meeting of the Members.  The Members need not take any action upon such a change but they have the authority to approve, veto, alter, amend or repeal the same, by a two-thirds vote of voting Members present at a properly scheduled meeting of the membership.

ARTICLE XII  —  INDEMNIFICATION

Section 12.1  Definitions.  For purposes of this Article:

“The Stewardship Foundation” means the corporation named at the beginning of these Bylaws, and if it is involved in any consolidation or merger, each constituent corporation absorbed in, and each surviving or new corporation surviving or resulting from, such consolidation or merger;

“Liability” means any compensatory, punitive or other damages, judgment, amount paid in settlement, fine, penalty, excise tax assessed with respect to an employee benefit plan, and cost or expense of any nature whatsoever, including without limitation attorneys’ fees and costs of Proceedings;

“Indemnified Capacity” means any and all past, present and future service by a Representative in one or more capacities:

as a director, officer, employee or agent of corporation, or

at the request of The Stewardship Foundation, as a director, officer, employee, agent, director or fiduciary of another corporation or any partnership, joint venture, trust, employee benefit plan, or other entity, enterprise or undertaking, including service as a representative that imposes duties on or involves service by the representative with respect to an employee benefit plan, its participants or beneficiaries;

“Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, and whether formal or informal, and whether brought by or in the right of The Stewardship Foundation, or otherwise; and

“Representative” means any person who (i) serves or has served as a director, officer, employee or agent of The Stewardship Foundation, or (ii) has been expressly designated by the Board as a Representative of The Stewardship Foundation for purposes of and entitled to the benefits under this Article XII.

Section 12.2  Indemnification.  Subject to the subsequent provisions of this Section 12.2 and of Section 12.3, The Stewardship Foundation shall indemnify a Representative against any Liability actually and reasonably incurred by the Representative in connection with any Proceeding in which he or she may be involved as a party or otherwise by reason of the fact that the Representative is or was serving in an Indemnified Capacity, including without limitation any Liability resulting from an actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence, or act or omission giving rise to strict or products liability, except to the extent:  (a)  the conduct of the Representative is determined by a court to have constituted willful misconduct or recklessness; (b)  the conduct of the Representative is based upon or attributable to his or her receipt from The Stewardship Foundation of a personal benefit to which the person is not legally entitled; (c)  the liability of a Representative is with respect to the administration of assets held by The Stewardship Foundation in trust pursuant to Section 5547 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended; or (d)  such indemnification is expressly prohibited by applicable law or otherwise is unlawful.

The Stewardship Foundation shall indemnify a Representative under the preceding provisions of this Section 12.2 only if the Representative 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 Stewardship Foundation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement or 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 that he or she reasonably believed to be in, or not opposed to, the best interests or The Stewardship Foundation and, with respect to any criminal proceedings, had reasonable cause to believe that his or her conduct was unlawful.  Action with respect to an employee benefit plan taken or omitted in good faith by a Representative in a manner that he or she reasonably believed to be in the best interests of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of The Stewardship Foundation. 

The Stewardship Foundation shall not indemnify a Representative under the preceding provisions of this Section 12.2 with respect to any claim, issue or matter as to which the Representative has been adjudged to be liable to The Stewardship Foundation in a Proceeding brought by or in the right of The Stewardship Foundation to procure a judgment in its favor, unless (and then only to the extent) that the court of common pleas of the judicial district embracing the county in which The Stewardship Foundation’s registered office is located or the court in which the action was brought determines upon application that, despite the adjudication of Liability but in view of all of the circumstances of the case, the Representative is fairly and reasonably entitled to indemnification from The Stewardship Foundation for the expenses that such court deems proper.

Unless ordered by court, any indemnification of a Representative under preceding provisions of this Section 12.2 shall be made by The Stewardship Foundation only upon a determination made in the specific case that such indemnification of the Representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the preceding provisions of this paragraph.  Such determination shall be made the Members.

To the extent that a Representative has been successful on the merits or otherwise in defense of any proceeding referred to in Section 5741 or Section 5742 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, or in defense of any claim, issue or matter therein, such Representative shall be indemnified  by The Stewardship Foundation against expenses (including without limitation attorneys’ fees and costs of Proceedings) actually and reasonably incurred by such person in connection therewith.

If a Representative is entitled to indemnification under this Section 12.2 in respect of a portion, but not all, of a Liability to which the Representative is subject, The Stewardship Foundation shall indemnify the Representative to the maximum extent for such portion of the Liability.

Section 12.3  Limitation on Indemnification.  Notwithstanding any other provision of this Article XII, The Stewardship Foundation shall not indemnify a Representative under this Article XII for any Liability incurred in a Proceeding which was initiated by the Representative (which shall not be deemed to include counter-claims or affirmative defenses) or in which the Representative participated as an intervenor or amicus curiae, unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the Members.

Section 12.4  Advancement of Expenses.  The Stewardship Foundation shall pay, in advance of the final disposition of a Proceeding described in Section 12.2 or the initiation of or participation in a Proceeding authorized under Section 12.3, the expenses (including without limitation attorneys’ fees and costs of Proceedings) incurred in good faith in connection with such Proceeding by the Representative who is involved in the Proceeding by reason of the fact that he or she is or was serving in an Indemnified Capacity.  Such advancement of expenses shall be made by The Stewardship Foundation upon its receipt of an undertaking, satisfactory to The Stewardship Foundation, by or on behalf of the Representative to repay to The Stewardship Foundation the amounts advanced by The Stewardship Foundation in the event it is ultimately determined that the Representative is not entitled to indemnification under this Article XII.

Section 12.5  Insurance.  To effect, secure or satisfy the indemnification and contribution obligations of The Stewardship Foundation, whether under this Article XII or otherwise, The Stewardship Foundation from time to time may self-insure, obtain and maintain insurance or letters of credit, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or give a mortgage upon or a security interest in any property of The Stewardship Foundation, or use any other mechanism or arrangement, in such amounts, at such costs, and upon such other terms and conditions as and when the Board shall determine.  Absent fraud, the determination of the Board with respect to such matters shall be conclusive against all security holders, officers and directors, and shall not be subject to avoidance or voidability.

Section 12.6  Payment of Expenses.  A person who is entitled to indemnification or advancement of expenses from The Stewardship Foundation under this Article XII shall receive such payment or advancement promptly after the person’s written request therefor has been delivered to the Secretary of The Stewardship Foundation.

Section 12.7  Interpretation.  The provisions of this Article XII shall constitute and be deemed to be a contract between The Stewardship Foundation and its Representatives, pursuant to which The Stewardship Foundation and each such Representative intend to be legally bound.  Each person serving as a Representative shall be deemed to be doing so in reliance upon the rights provided by this Article XII.  The rights granted by this Article XII shall not be deemed exclusive of any other rights to which persons seeking indemnification, advancement of expenses or contribution under this Article XII may be entitled under any statute, agreement, vote of Directors or disinterested Directors, or otherwise, both as to action in an Indemnified Capacity and as to action in any other capacity.  The rights to indemnification, advancement of expenses and contribution provided by this Article XII shall continue as to a person who no longer serves as a Representative, and shall inure to the benefit of his or her heirs and personal and legal representatives.

ARTICLE XIII  —  OPERATION AS AN EXEMPTION ORGANIZATION

Section 13.1  Compliance with Requirements of Internal Revenue Code.  The Corporation has been organized and shall be operated exclusively for charitable and religious purposes; The Stewardship Foundation shall not enter into any agreement, nor shall its Directors or officers adopt any resolution or Bylaw, take any action or carry on any activity by or on behalf of The Stewardship Foundation, not permitted to be entered into, taken or carried on by (a) an organization that is described in Section 501(c)(3) of the Code and (b) an organization contributions to which are deductible under Section 170(c) (2) of the Code.

Section 13.2  Dissolution.  The assets of this nonprofit corporation are irrevocably dedicated to charitable and religious purposes, and upon the dissolution of The Stewardship Foundation or the winding up of its affairs, the assets shall be distributed exclusively to charitable and religious purposes which would then qualify as an exempt organization or organizations under the provisions of  Section 501(c)(3) of the Code; and all assets remaining after the payment of The Stewardship Foundation’s debt shall be conveyed or distributed as provided by the Articles of Incorporation.

ARTICLE XIV  —  OPERATION AS AN EXEMPTION ORGANIZATION

Section 14.1  Fiscal Year.  The Corporation’s fiscal year shall begin on the first day of January and expire on the last day of December.

Section 14.2  Annual Report.  The Treasurer shall cause to be prepared and presented at the annual meeting of the Board, an annual report, prepared in conformity with the requirements of Section 5553 of the Nonprofit Corporation Law of 1988, Act of December 21, 1988, P.L. 1444, as amended, and such report shall be filed with the minutes of such Board meeting.

Section 14.3  Bond.  The Board may require any officer, agent or employee of The Stewardship Foundation to give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as it may determine.  The premiums on any such bond shall be paid by The Stewardship Foundation.

Section 14.4  Waiver of Notice.  Any notice required to be given by these Bylaws may be waived in writing by the person entitled to such notice.

Adopted by Members, Annual Meeting June 4, 2010.