ARTICLE I NAME

The name of the organization is All People All Truths House of Enlightenment. Michigan registered Assumed Names for the Church are A Path of Enlightenment, A Path, and APATHOE. The organization is organized as an Ecclesiastical Corporation (Church) in accordance with the Ecclesiastical Corporation Act, Act No. 327 P. A. of 1931. The church has not been formed for the making of any profit or personal financial gain. The church's assets and income shall not be distributable to or benefit the trustees, directors, or officers, or other individuals. The assets and income shall only be used to promote Ecclesiastical purposes, as described below. However, nothing contained herein shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the church. This church shall not carry on any other activities not permitted to be carried on by a church exempt from federal income tax. The Church is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code. The IRS automatically recognizes churches as 501(c) (3) charitable organizations if they meet the IRS requirements and then issues an Ecclesiastical Corporation EIN subsequent to section 501 (c) (3). All People All Truths House of Enlightenment has been issued its approved Ecclesiastical Corporation EIN and therefore has been so recognized.

ARTICLE II PURPOSE

To provide a church for all people welcoming all truths, with fellowship, clergy training, and social outreach programs for those driven away from church because of judgment, discrimination, ill-alignment with beliefs or practices, those made to feel unworthy and unwelcome, both domestically and globally, and to provide programs for those suffering and with less than. The organization is organized exclusively for purposes as a church pursuant to section 501(c)(3) of the Internal Revenue Code.

ARTICLE III MEETINGS

Section 1. Annual Meeting. An annual meeting of the Directors shall be held once each calendar year for the purpose of transaction of such business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time. Annual Meetings of the Board of Directors is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors, pose questions, make comments, and vote.
Section 2. Special Meetings. Special meetings of the Directors may be requested by the Chair, Vice-Chair, Managing Director, or the Board of Directors. A special meeting of directors is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors, pose questions, make comments, and vote.
Section 3. Monthly Meetings. Monthly Meetings of the Directors shall be held once each calendar month for the purpose of transaction of such business as may properly come before the meeting. A special meeting of directors is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors, pose questions, make comments, and vote.
Section 4. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Meeting notice may be emailed. However, a text must also be sent to each Board Member notifying them of the email notification sent and its purpose (i.e., notice of Board of Director's Meeting emailed, etc., etc.)
Section 5. Place of Meeting. Meetings shall be held at the church's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting. This includes telephone, video, or other electronic platforms.
Section 6. Quorum. A majority of the directors shall constitute a quorum at a meeting but must include the Chair and either the Vice-Chair or Managing Director to hold any vote. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors result in the representation of less than a quorum.
Section 7. Rules of Order. The latest edition of ROBERT’S RULES OF ORDER shall be the authority of this ministry on parliamentary law and its usage unless otherwise provided by these bylaws.

ARTICLE IV INCORPORATORS

Section 1. Incorporators. The Incorporators are the Founders of the Church and are Jan Cohen, Donna Cohen, and Barbara C. Corcoran.
Section 2. Council of Three. The Incorporators/Founders shall establish the Council of Three and shall be the first appointees to the Council of Three. The purpose of the Council of Three is to establish the head of church, education, and out-reach ministries.
Section 3. Board of Directors. The Incorporators shall appoint the first Board of Directors in accordance with Michigan State Law, within the first year of operation, whose purpose is to develop constitutionally based policy for the church.
Section 4. Executive Committee. The Incorporators shall appoint all Executive Committee whose purpose is to implement the policies approved by the Board of Directors.
Section 5. Clergy Path. the Incorporators shall establish the clergy of the church with three clergy paths which establish that all clergy members are Pastors, and each Clergy path is a specialized path of study and calling. Clergy assignment to designated paths is based on the calling of each individual. Some Clergy are crossovers and have mastered specialized studies while demonstrating knowledge, skills and abilities in multiple paths.

ARTICLE V COUNCIL OF THREE

Section 1. Number of Councilors. The church shall be led by the Council of Three. Consisting of no more than three Councilors. The Council of Three shall consist of:

• 1.1 One (1) Pastor
• 1.2 One (1) Outreach Minister
• 1.3 One (1) Clergy Educator

Section 2. Term Length and Appointment.

• 2.1 All appointees to the Council of Three shall serve life tenure and be appointed by the Council of Three.
• 2.2 Each appointee shall be a stellar representative, capable of overseeing their respective Clergy Path.
• 2.3 The Pastor seated on the Council of Three shall be the Presiding Councilor. The Outreach Minister seated on the Council of Three shall be the Councilor of Outreach Ministries. The Clergy Educator seated on the Council of Three shall be the Councilor of Education.
• 2.4 The Council of Three shall be seated for life and should a vacancy occur, the remaining Councilors shall agree on the appointment of the vacancy.

Section 3. Authority.

• 3.1 To create the church vision, business plan, by laws, constitution and provide leadership for the church in all its endeavors.
• 3.2 The Council of Three shall be the head of the church and maintain complete authority in all matters of the church and its endeavors.

Section 4. Vote.

• 4.1 The Council of Three shall work diligently to agree unanimously or abstain during all votes.
• 4.2 If a dissent is present from a Councilor during a vote, the dissenting Councilor shall author a dissenting opinion in written form.
• 4.3 The Dissenting opinion automatically triggers the writing of formal opinions from the majority councilors to establish and provide a written record of reason and conclusion.

Section 5. Removal Offenses.

• 5.1 All Councilors serve life tenured appointments.
• 5.2 Councilors are removable by a majority vote of the Council of Three, if all the following conditions exist:
  • a. The Councilor has been proven guilty in a court of law of felonious criminal behavior found to be immoral and/or violative of the principles of the church.
  • b. The behavior was committed during their tenure on the Council of Three.
  • c. The criminal acts make it impossible for the individual to continue in this position of Trust.
  • d. The guilty verdict is agreed with by the remaining Councilors seated on the Council of Three and is not disputed by them.

Section 6. Veto Power.

• 6.1The Council of Three shall have complete Veto power over all decisions of the Board of Directors, the Executive Board, and any and all other Boards and Councils established.
• 6.2 Veto shall only be used when the Council of Three or the Presiding Councilor believes a decision of the Board of Directors, the Executive Board or any Board or Council, is a detriment to the Church, its Clergy, Congregation, Staff, or wider community outside the Church; or is not in the best interest of the Church or any other affected parties.
• 6.3 A Veto must be a majority vote decision by the Council of Three. A solo decision to veto by the Presiding Councilor is allowable, following diligent consideration of the advice and counsel of the remaining Councilors, with written dissenting opinions from each individual Councilor or a joint dissenting opinion made a permanent part of the record. A written opinion from the Presiding Councilor, as to the reasoning and conclusion used in the solo decision to veto, must also become a permanent part of the record and must show good cause for taking the action.

ARTICLE VI BOARD OF DIRECTORS

Section 1. Number of Directors. The church shall be managed by a Board of Directors consisting of no more than 27 director(s). Each Director shall be issued a number (1-24 excludes officers) and their term shall be in staggered years to assure an ongoing experienced Board of Directors. Three Directors shall be appointed officers by the Council of Three.

Section 2. Appointment, and Term of Office. The Incorporators shall appoint the first four (4) Directors within the first year, pursuant to Michigan state law. The Council of Three shall appoint the remaining vacancies over the next Four (4) years. Each director shall serve a term of 7 years or until a successor has been appointed and qualified, including Officers, without term limits.

Section 3. Quorum. A majority of the directors shall constitute a quorum at a meeting but must include the Chair and either the Vice-Chair or Managing Director to hold any vote. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors’ results in the representation of less than a quorum.

Section 4. Adverse Interest. In the determination of a quorum of the directors or voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting. The Board of Directors shall meet monthly. The Board of Directors may provide, by resolution, additional regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting. Special meetings may be requested by the Chair, Vice-Chair, Managing Director, or any two directors by providing 5-day notice electronically. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of directors is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors, pose questions, make comments, and vote.

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the church who is present at a meeting of the Board of Directors at which action on any church matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

Section 8. Removal/Vacancies.

• 8.1 Directors are appointed by the Council of Three.
• 8.2 All Directors are removable by a majority vote of the Board of Directors, if all the following conditions exist:
  • a. The Director has been proven guilty in a court of law of felonious criminal behavior found to be immoral and/or violative of the principles of the church.
  • b. The behavior was committed during their tenure on the Board of Director,
  • c. The criminal acts make it impossible for the individual to continue in this position of Trust.
  • d. The guilty verdict is agreed with by the majority of the remaining Directors seated, including officers, and approved by the Council of Three.

Section 9. Committees. The Board of Directors may appoint temporary or permanent committees or committee chairs, and designate the duties, powers, and authorities of such committees.

ARTICLE VII BOARD OF DIRECTOR’S OFFICERS

Section 1. Number of Officers. The church's officers on the Board of Directors shall be a Chair, Vice-Chair, Managing Director.

• 1.1 Chair. The Chair is the highest-ranking officer on the Board of Directors and only casts tie breaker votes.
• 1.2 Vice-Chair. The Vice-Chair shall perform the Chair's duties in the absence of the Chair and shall assist that office in the discharge of its leadership duties.
• 1.3 Managing Director. The Managing Director shall preside over all meetings of the Board of Directors. The Managing Director shall oversee the Secretary on the Board Directors The Managing Director shall perform the duties of the Chair or Vice Chair in their absence or upon delegation by either Chair.

Section 2. The Purpose.

• 2.1 The purpose of the Officers is to head the Board of Directors.
• 2.2 Regular monthly meetings will be held.

Section 3. Appointment and Term of Office. The officers shall be appointed by the Incorporators at the first meeting of the Board of Directors. Each officer shall serve a seven (7) year term or until a successor has been appointed and qualified without term limits.

Section 4. Removal/Vacancies. All Officers seated on the Board of Director are removable by a majority vote, if all the following circumstances exist:

• 4.1 The Officer has been proven guilty in a court of law of felonious criminal behavior found to be immoral and/or violative of the principles of the church.
• 4.2 The behavior was committed during their tenure on the Board of Directors.
• 4.3 The criminal acts make it impossible for the individual to continue in this position of Trust.
• 4.4 The guilty verdict is agreed with by the remaining Directors, including Officers, and is not disputed by them.
• 4.5 The Board of Directors has the approval of the Council of Three to proceed with the removal.

ARTICLE VIII EXECUTIVE COMMITTEE

Section 1. Number of Executive Committee. The Executive Committee consists of the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, President, Vice-President, Secretary, and Treasurer. Additional specialized Vice-Presidents may be added by the Council of Three.

• 1.1 Chief Executive Officer (CEO). The CEO is the highest-ranking executive in the church, whose primary responsibilities include making major day to day decisions, managing the overall operations and resources of the church, while implementing policy set forth by the Board of Directors.
• 1.2 Chief Financial Officer (CFO). The CFO shall be responsible for; conducting all the financial affairs of the church as directed and authorized by the Board of Directors, make reports of corporate finances as required, but no less often than monthly.
• 1.3 Chief Operations Officer (COO). The COO shall be responsible for conducting all the duties of Operational matters that affect the church in the daily operations of the facilities, land, properties technology, equipment and all human resources of the church. The COO oversees all duties of the Secretary on the Executive Committee.
• 1.4 President. The President shall preside at all meetings of the Executive Committee. Reports to the CEO and shall assist in that office in the discharge of its leadership duties, at the direction of the CEO.
• 1.5 Vice-President. The Vice President shall perform the duties of the President in the absence of the President and shall assist in that office in the discharge of its leadership duties, at the direction of President.
• 1.6 Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, officers and executive officers and shall have the authority to certify any records or copies of records, as the organization's official records. The Secretary shall maintain the minutes of the Board of Directors' meetings and all Executive Committee meetings, and report directly to the COO.
• 1.7 Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the church as directed and authorized by the CFO, and shall make reports of corporate finances as required, but no less often than at each monthly meeting of the Board of Directors and Executive Committee.

Section 2. Appointment and Term of Office. The Council of Three shall appoint the Executive Committee. Each Executive Officer shall serve a seven (7) year term that is renewable.

Section 3. Quorum. For all purposes, including meetings and voting, a Quorum of the Executive Board must be present. A Quorum shall consist of a majority of officers but must include the CEO or CFO and President, in order for any vote to be held.

Section 4. Adverse Action. In the determination of a quorum of the Executive Committee or voting, the disclosed adverse interest of a select committee member shall not disqualify or invalidate his or her vote.

Section 5. Regular Meetings. The Executive Committee shall meet monthly and as otherwise necessary.

Section 6. Special Meetings. Special meetings may be requested by CEO, CFO, COO and President by providing five (5) days’ notice by electronic mail. Minutes of the meeting shall be sent to the Executive Committee within two weeks after the meeting. A special meeting of Executive Officers is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors, pose questions, make comments, and vote.

Section 7. Removal/Vacancies. All Executive Committee Members including but not limited to Executive Director appointments are removable by a majority vote of the Executive Board, if:

• 7.1 The Executive Officer has been proven guilty in a court of law of felonious criminal behavior found to be immoral and/or violative of the principles of the church.
• 7.2 The behavior was committed during their tenure on the Executive Committee.
• 7.3 The criminal acts make it impossible for the individual to continue in this position of Trust.
• 7.4 The guilty verdict is agreed upon by remaining Executive Officers and is not disputed by them.
• 7.5 The Executive Committee has the approval of the Board of Directors and the Council of Three to proceed with the removal.

ARTICLE IX THREE CLERGY PATHS

Section 1. Clergy Paths. The Church has Three Clergy Paths, as follows:

• 1.1 Pastor. The spiritual leaders of the church, responsible for leading church including services and ministering to the congregation.
• 1.2 Outreach Minister. The spiritual outreach ministers of the church, responsible for the church’s outreach programs to the wider community.
• 1.3 Clergy-Educator. The spiritual Educators of the church, responsible for development and implementation of education for clergy, congregants and the wider community.

ARTICLE X ORDINATION

All future Clergy Ordinations shall be reviewed and approved by a majority vote of the Board of Directors after receiving designation as Candidate and a recommendation for Ordination from the Council of Three.

ARTICLE XI CORPORATE SEAL EXECUTION OF INSTRUMENTS

The church shall not have a corporate seal. All instruments that are executed on behalf of the church, must be approved in writing by the Council of Three, in a written letter of approval to proceed with execution. All instruments executed by the church, including a release of mortgage or lien, may be executed by the President and Secretary. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by a written resolution of the Council of Three.

ARTICLE XII AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the Council of Three.

ARTICLE XIII INDEMNIFICATION

Any councilor, director, officer or executive officer, including all clergy who is involved in litigation by reason of his or her position as Councilor, Clergy, Director, Officer or Executive Officer of this church shall be indemnified and held harmless by the church to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the church to provide broader indemnification rights).

ARTICLE XIV DISSOLUTION

The organization may be dissolved only with the authorization of its Council of Three given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the Board of Directors. In the event of the dissolution of the church, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made. Assets not held upon a condition requiring return, transfer, or conveyance to any other church or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to a LGBTQ charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Council of Three.

Certification

Jan Cohen, President of All People All Truths House of Enlightenment, and Barbara C. Corcoran, Secretary of All People All Truths House of Enlightenment certify that the foregoing is a true and correct copy of the bylaws of the above-named church, which were written and approved by the Council of Three and duly adopted by the initial Board of Directors on August 27, 2020.
I certify that the foregoing is a true and correct copy of the above-named church's approved and duly adopted bylaws by the initial Board of Directors on August 27, 2020.