BOCCC by-Laws Adopted 10-29-09

8/14/2019 BOCCC by-Laws Adopted 10-29-09

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Body of Christ Community Clinic EIN: 27-0645782Adopted on August 5, 2009 and Amended on October 29, 2009

BODY OF CHRIST COMMUNITY CLINIC BYLAWSTable of Content

ARTICLE I OFFICES1. Registered Name

2. Registered Office and Agent3. Principal Office4. Other Offices

ARTICLE II MISSION, VISION andPURPOSE1. Mission2. Vision3. Purpose

ARTICLE III REPRESENTATIVES

1. Board of Representatives2. Composition of the Board3. Election of Representatives4. Terms of Office5. Removal6. Resignation7. Vacancies and Increase in Number

of Representatives8. Annual Meeting of Representatives9. Notice of Regular Meeting of

Representatives10. Place of Representatives Meeting

11. Special Meeting of Representatives12. Notice of Special Meetings13. Quorum and Voting of

Representatives14. Compensation15. Establishing Boards, Teams, and

Committees

ARTICLE IV OFFICERS1. Number of Officers2. Election of Officers and Terms of

Office3. Removal of Officers, Vacancies4. Powers of Officers5. Chairman and President6. Vice-Chairman(s) and Vice-President7. Secretary and Assistant Secretaries8. Treasurer

ARTICLE V INDEMNIFICATION and

INSURANCE1. Indemnification

2. Insurance

ARTICLE VI MISCELLANEOUS1. Waiver of Notice2. Meetings by Telephone, Electronic,

Etc.3. Seal4. Contracts5. Checks, Drafts, etc.6. Deposits7. Gifts

8. Books and Records9. Financial Records and AnnualReports

10. Fiscal Year

ARTICLE VII CONSTRUCTION1. Pronouns & Headings2. Invalid Provisions

ARTICLE VIII ADOPTION ANDAMMENDMENT OF BYLAWS

APPENDIX 1. Example BCR

APPENDIX 2. Servant Teams

APPENDIX 3. Conflict of Interest Policy

APPENDIX 4. Organizational Overview

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BYLAWSBODY OF CHRIST COMMUNITY CLINIC, INC.

ARTICLE I - OFFICES

1. REGISTERED NAME

The registered name shall be Body of Christ Community Clinic, Inc., a Texas nonprofitcorporation as set forth in the Corporations Certificate of Formation.

2. REGISTERED OFFICE AND AGENT

The registered office and the registered agent set forth in the Corporations Certificate of

Formation may be changed by resolution of the Board of Community Representatives

(BCR), upon making the appropriate filing with the Secretary of State.

3. PRINCIPAL OFFICE

The principal office of the Corporation shall be at 2210 Holland Road, Belton, TX 76513,

provided that the BCR shall have the power to change the location of the principal office.

4. OTHER OFFICES

The Corporation may also have other offices at such places, within or without the State of

Texas, as the BCR may designate, or as the business of the Corporation may require or

as may be desirable.

ARTICLE II MISSION, VISION, PURPOSE

1. MISSION

The Body of Christ Community Clinic, Inc. is a team of community volunteers whosemission is to carry out the compassionate healing ministry of Christ by providingpersonalized, quality health services to the medically underserved of the greater

Belton area.

2. VISION

The Body of Christ Community Clinic, Inc. vision is to promote a Christ-centered healthy

community.

3.PURPOSE

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The Corporation is organized and shall be operated exclusively for charitable, religious,

scientific, literary or education purposes within the meaning of Section 501(c) (3) of the

Internal Revenue Code. The purpose of the corporation is to provide basic health care

services to persons in the Greater Belton Area of Texas and who have no health

insurance, inadequate health insurance, or no means to obtain basic health careservices. The Corporation shall have member churches but no capital stock and shall

pay no dividends. No person shall receive any profit from the operations of the

Corporation and all income shall be dedicated to the operation of the Body of Christ

Community Clinic, Inc. The Corporation shall not knowingly receive any state or federal

funds. The Corporation shall receive, hold and manage all funds entrusted to it and shall

conduct a permanent program of solicitation of additional funds and other in-kind

donations to enable it to carry out its purposes.

ARTICLE III REPRESENTATIVES

1. BOARD OF REPRESENTATIVES

To the extent not limited or prohibited by law, the Certificate of Formation or these

Bylaws, the powers of the Corporation shall be exercised by or under the authority of,

and the business and affairs of the Corporation shall be managed under the direction of

the Governing Board of Representatives of the Corporation, also known as the Board of

Community Representatives (BCR). The Governing BCR shall be composed ofrepresentatives from member churches (See Article III, Section 2 for definitions). The

Governing BCR shall establish an Operations Council of Servant Leaders (CSL) to carry

out the organizational operations. The Chairman of the Board of Community

Representatives shall serve as a liaison between the BCR and the CSL.

2. COMPOSITION OF THE BOARD OF COMMUNITY REPRESENTATIVES (BCR)

The BCR shall be composed of not less than nine (9) nor more than eighteen (18) voting

representative members, and ex-officio non-voting members. Three (3) of the members

shall be representatives nominated by the founding member church, First Baptist

Church, Belton, TX. The remaining members shall be representatives nominated by

member churches who so choose to send a representative from their church. The

newest members representative shall be eligible to rotate onto the board at the next

election. The ex-officio (non-voting) members shall be the Medical Director,

Administrative Coordinator, Executive Director, Helping Hands Director and an optional

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maximum of 3 local government representatives. No participating organization may have

more than 3 elected or appointed voting Representatives.

MEMBER CHURCH is defined as:

a. Christian faithb. Located within the Greater Belton area within Bell County

c. Financially support the Body of Christ Community Clinic with at least 0.5% of

the member churches annual operating budget.

d. Provide regular monthly ongoing participation in the administration and/or

clinical activities of the clinic.

e. Have a designated representative who seeks to maximize volunteer service

from their own home church membership/congregation through regular

church-wide education/updates and opportunities to give, pray and serve at

the clinic.

The initial member churches will be approved by the initial Board. Thereafter,

consideration and application for membership must be approved by the BCR or its duly

appointed committee. Maintenance of membership records shall be the responsibility of

the Secretary.

3. SELECTION OF REPRESENTATIVES

A member church may nominate a representative to serve on the BCR and each time

there is a vacancy for their representative. Representatives are expected to attend Board

Meetings and to make annual contributions to the Body of Christ Community Clinic, Inc.

At the first annual meeting of the BCR and at each annual meeting thereafter, the

Representatives shall vote to seat the nominated persons as Representatives. A

Representative shall hold office until the end of their elected term or until said

Representatives successor shall have been elected, appointed, or designated. The

number of Representatives shall be divided into (3) three groups to serve rotating terms.

a. The first election shall be held in November, 2009. To be eligible for

nomination for the first election, a name must be received by the Initial

Board on or before the first meeting. The initial BCR shall consist of:

I. Four (4) Representatives whose terms shall begin when elected and

expire on December 31st 2010;

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II. Four (4) Representatives whose terms shall begin when elected and

expire on December 31, 2011;

III. Four (4) Representatives whose terms shall begin when elected and

expire on December 31, 2012.

See example in Appendix 1.b. Annually, beginning in December, 2010 the BCR shall, at a meeting held no

later than the 15th of December, seat four (4) Representatives selected by

member churches for terms of three years to replace those Representatives

whose terms shall expire on December 31st of that year.

4. TERM OF OFFICE

The BCR Representatives shall serve a three (3) year term with a limit of two

consecutive terms. A minimum of one year must pass before a representative may bere-elected to serve as a representative on the BCR. Representatives are expected to

attend Board Meetings of the Body of Christ Community Clinic, Inc. Missing two

consecutive meetings may be cause for removal. Vacancies may be filled by nomination

from the respective member church and seated by the BCR. The founding church

may not have more than three (3) voting members on the board.

5. REMOVAL

A. Representative

A representative may be removed from office, with or without cause by the

selecting member church persons entitled to elect, designate, or appoint the

representative. A representative may be removed by the BCR by a two-thirds

(2/3) vote of the members present.

B. Member Church

A member church may be removed by two-thirds (2/3) vote of members present if

it no longer meets the criteria set out in Section 2.

6. RESIGNATION

A representative may resign by providing written notice of such resignation to the

Secretary of theBCR. The resignation shall be effective upon the date of receipt of the

notice of resignation or the date specified in such notice. Acceptance of the resignation

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shall not be required to make the resignation effective. The Secretary of the BCR shall

notify the member church of the resignation of its member within five (5) days.

7. VACANCIES AND INCREASE IN NUMBER OF REPRESENTATIVES

A representative nominated to fill a vacancy and approved by the BCR shall be seated

for the unexpired term of the previous representative. Any representative position to be

filled by reason of a vacancy or anincrease in the number of member churches may be

seated at the next meeting.

8. ANNUAL MEETING OF REPRESENTATIVES

The annual meeting of the BCR shall be held by 15th of December, at which timethey

may elect officers for the following year and transact such other business as shall come

before the meeting. The time and place of the annual meeting of the BCR may be

changed by resolution of the BCR.

Failure to hold the annual meeting at the designated time shall not work dissolution of the

Corporation. In the event the BCR fails to call the annual meeting at the designated time,

any Director may make demand that such meeting be held within a reasonable time,

such demand to be made in writing by certified mail directed to any officer of the

Corporation.

9. NOTICE OF REGULAR MEETING OF REPRESENTATIVES

Regular meetings of the BCR shallbe held with a ten day notice by electronic or postal

mail at such time and place as may be determined by the BCR.

10. PLACE OF REPRESENTATIVES' MEETINGS

All meetings of the BCR shall be held either at the principal office of the Corporation or at

such other place as specified in the notice of meeting or executed waiver of notice.

11. SPECIAL MEETINGS OF REPRESENTATIVES

The Secretary shall call a special meeting of the BCR whenever requested to do so by

the Chairman of the BCRor by three (3) or more Representatives. Such special meeting

shall be held at the date and time specified in the notice of meeting.

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12. NOTICE OF SPECIAL REPRESENTATIVES' MEETINGS

Notice of any special meeting of the BCR shall be given at least three (3) days prior to

the meeting by written notice delivered personally or sent by mail or electronic mail toeach Representative at that Representatives address as shown by the records of the

Corporation. Any Representative may waive notice of any meeting. The attendance of a

Representative at any meeting shall constitute a waiver of notice of such meeting, except

where a Representative attends a meeting for the express purpose of objecting to the

transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transaction at, nor the purpose of, any regular or special

meeting of the Board need be specified in the notice or waiver of notice of such meeting,

unless specifically required by law or by these Bylaws.

13. QUORUM AND VOTING OF REPRESENTATIVES

A quorum for the transaction of business by the BCR shall be a majority of the number of

voting representatives fixed by these Bylaws. The act of the majority of the

representatives present at a meeting at which a quorum is present shall be the act of the

BCR.

14. COMPENSATION

Representatives as such, shall not receive any stated salary for their services. A

representative shall not be precluded from serving the Corporation in any other capacity.

15. ESTABLISHING BOARDS, TEAMS, AND COMMITTEES BY THE BOARD OF

COMMUNITY REPRESENTATIVES

The Governing Board of Community Representatives may establish boards, committees,

and teams to facilitate the resources and effectiveness of the operations of The Body of

Christ Community Clinic, Inc.

The BCR, by resolution adopted by a majority of the representatives in office, shall

establish an Operations Council of Servant Leaders (CSL) to oversee the Operations of

the clinic. The CSL shall consist of not less than nine (9) or more than eighteen (18)

members. The voting members shall be the chairpersons from each of the five (5)

Servant Teams, a President, Vice-President and Secretary and the Executive Director of

Helping Hands. Ex-officio non-voting members include Chair of the Governing BCR,

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member of the Executive Committee, and an optional Local government liaison. A

member of the Operations CSL shall be a Believer in Christ and active in their own

church. Members shall serve a one (1) year term and may serve a maximum of three (3)

consecutive terms but must lay out one (1) year before being eligible for re-election. The

Council of Servant Leaders shall report to the BCR through the Chairman of the Board ofCommunity Representatives.

The BCR, by resolution adopted by a majority of the Representative in office, shall

establish Servant Teams which are specialized committees that allow the clinic to

function. Each Servant Team has a part to enable the clinic body to function as a whole.

Each Servant Team shall elect a chairperson who shall preside over the committee and

represent the Team on the Operations CSL. Chairpersons are expected to attend the

CSL meetings. Missing three (3) consecutive meetings may be cause for removal. Each

Servant Team shall meet individually and further subdivide as needed for reaching

maximum quality and performance of the clinic. The number of members of a Team may

be varied with a minimum of three (3.) Additional Servant Teams may be added as

needed by recommendations of the Operations CSL with approval of the BCR. Activities

of the Servant Teams must be reported to the Operations CSL by the Chairperson of

each Servant Team. The initial Servant Teams are set out in Appendix 2.

The BCR, by resolution adopted by a majority of the Representatives in office, may

establish temporary ad hoc committees for a specific purpose and shall establish thefollowing standing committees:

a. Executive Committee : The Executive Committee shall be a standing

committee and shall elect their chairperson. This committee shall be

responsible for the oversight and operations of the clinic under the direction of

the BCR. The Executive Committee has the authority to act on behalf of the

board to make day to day decisions necessary for the operations of the Clinic.

The Executive Committee shall be responsible for keeping the BCR informed

of activities in a monthly report. Members of the Executive Committee shall be

the BCR Chairman, the Medical Director, the Administrative Coordinator, the

Executive Director, the President of the Operations CSL and others deemed

necessary by the BCR.

b. Finance Committee : The Finance Committee shall be a standing committee

and shall elect their chairperson. This committee shall have oversight of the

Treasurer and shall be responsible for all financial matters of the Corporation.

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This committee shall prepare monthly financial statements. Prior to the annual

meeting of the BCR, this committee shall submit a proposed budget for the

next fiscal year, which shall be voted on by the BCR not later than the annual

meeting.

c.

A udit Committee : This Committee shall be a standing committee and shallelect their chairperson. Upon request of the BCR, this committee shall cause

an audit of all financial records of the Corporation. A report of the audit shall

be presented to each of the Board Members.

Vacancies in the membership of any committee may be filled by appointments made in

the same manner as provided in the case of the original appointments.

Unless otherwise provided in the resolution of the BCR designating a committee, a

majority of the membership of the committee shall constitute a quorum. The act of a

majority of the quorum shall be the act of the committee.

At the initial meeting or thereafter, each board, team andcommittee may adopt rules for

its own operation not inconsistent with these Bylaws or with rules adopted by the BCR.

These rules must be provided to the BCR and CSL at the next regular meeting.

Committees must submit written reports of activities to each regularly scheduled meeting

of the CSL.

ARTICLE IV - OFFICERS

1. NUMBER OF OFFICERS

The officers of the Corporation shall be those serving on the Board of Community

Representatives and shall consist of a Chairman, one or more Vice-Chairmen, a

Secretary and a Treasurer, and such other officers and assistant officers as may bedeemed necessary. The ex-officio Administrative Coordinator may serve as the

treasurer in lieu of an elected treasurer. New offices may be created and filled at any

meeting of the BCR. No person shall hold more than one officer position. A committee

duly designated may temporarily perform the functions of any officer and the functions of

any two or more officers may be temporarily performed by a single committee, including

the functions of both president and secretary.

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2. ELECTION OF OFFICERS AND TERM OF OFFICE

All officers of the BCR shall be elected by the BCR annually from members of the BCR at

the regular annual meeting of the BCR for one (1) year terms not exceeding three (3)consecutive years.

3. REMOVAL OF OFFICERS, VACANCIES

Any officer elected may be removed by a majority vote of a quorum of the BCR

whenever in their judgment the best interests of the Corporation shall be served thereby.

A vacancy in any office because of death, resignation, removal, disqualification or

otherwise, may be filled by the BCR for the unexpired portion of the term.

4. POWERS OF OFFICERS

Each officer shall have, subject to these Bylaws, in addition to the duties and powers

specifically set forth herein, such powers and duties as are commonly incident to that

office and such duties and powers as the BCR shall from time to time designate. All

officers shall perform their duties subject to the directions and under the supervision of

the BCR. The Chairman may secure the fidelity of any and all officers by bond or

otherwise.

All officers and agents of the Corporation, as between themselves and the Corporation,

shall have such authority and perform such duties in the management of the Corporation

as may be provided in these Bylaws, or as may be determined by resolution of the BCR

not inconsistent with these Bylaws.

In the discharge of a duty imposed or power conferred on an officer of the Corporation,

the officer may in good faith and with ordinary care rely on information, opinions, reports,

or statements, including financial statements and other financial data, concerning the

Corporation or another person, that were prepared or presented by: (1) one or more

other officers or employees of the Corporation, including members of the BCR; or (2)

legal counsel, public accountants, or other persons as to matters the officer reasonably

believes are within the person's professional or expert competence.

An officer is not relying in good faith within the meaning of this section if the officer has

knowledge concerning the matter in question that makes reliance otherwise permitted by

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this subsection unwarranted.

5. CHAIRMAN and PRESIDENT

CHAIRMANThe Chairman shall be the chief executive officer of the Corporation and shall preside at

all meetings of the BCR Representatives. Such officer shall see that all orders and

resolutions of the board are carried out, subject however, to the right of the

Representatives to delegate specific powers, except such as may be by statute

exclusively conferred on the Chairman, to any other officers of the Corporation.

The Chairman shall be an ex-officio member of the Operations CSL, all Servant Teams,

and all standing committees.

The Chairman shall submit a report of the operations of the Corporation for the year to

the representatives at the annual meeting of the BCR.

PRESIDENT

The President shall preside at all meetings of the CSL. The President shall see that all

operations orders and resolutions of the BCR are carried out. The President shall be an

ex-officio member of all Servant Teams and all standing committees. The President shall

submit a report of the operations of the Corporation for the year to the BCR at the annualmeeting of the BCR.

6. VICE-CHAIRMAN and VICE-PRESIDENT

VICE-CHAIRMAN

The Vice-Chairman of the BCR shall, in the absence or disability of the Chairman,

perform the duties and exercise the powers of the Chairman and he shall perform such

other duties as the BCR shall prescribe. The Vice-Chairman may serve as chairman of

ad hoc committees.

VICE-PRESIDENT

The Vice-President of the CSL shall, in the absence or disability of the President, perform

the duties and exercise the powers of the President and shall perform such other duties

as the CSL shall prescribe.

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7. SECRETARY AND ASSISTANT SECRETARIES

SECRETARY OF THE BCR

The Secretary of the BCR shall attend all meetings of the BCR and shall record all votes

and the minutes of all proceedings. The Secretary shall give or cause to be given noticeof all meetings of the BCR and shall perform such other duties as may be prescribed by

the BCR. The Secretary, when authorized by the BCR, shall attest to any instrument

when required, by the Secretary's signature or by the signature of an Assistant Secretary.

SECRETARY OF THE CSL

The Secretary shall attend all meetings of the CSL and shall record all votes and the

minutes of all proceedings. The Assistant Secretary shall give or cause to be given

notice of all meetings of the CSL and shall perform such other duties as may be

prescribed by the CSL.

In the absence of the Secretary, the minutes of all meetings of the board shall be

recorded by an Assistant Secretary or person as shall be designated by the Chairman or

the President.

Each Servant Team shall elect a person to perform the duties of recording all votes and

the minutes of all proceedings. This person shall give notice of all meetings of the

Servant Team and shall perform such other duties as may be prescribed by the team.

8. THE TREASURER

The Treasurer shall have the custody of the corporate funds and securities and shall

keep full and accurate accounts of receipts and disbursements in books belonging to the

Corporation and shall deposit all moneys and other valuable effects in the name and to

the credit of the Corporation in such depositories as may be designated by the BCR.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the

BCR, taking proper vouchers for such disbursements. The Treasurer shall keep and

maintain the Corporation's books of account and shall render to the President and

representatives an account of all of the Treasurer's transactions and of the financial

condition of the Corporation and exhibit the books, records and accounts to the

Chairman or representatives at any time. The Treasurer shall disburse funds for capital

expenditures as authorized by the BCR and in accordance with the orders of the

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Chairman, and present to the Chairmans attention any requests for disbursing funds if in

the judgment of the Treasurer any such request is not properly authorized. The

Treasurer shall, in conjunction with the Finance Committee, submit a Fiscal Year Annual

Report at the first board meeting of each year. The Treasurer shall perform such other

duties as may be directed by the BCR or by the Chairman.

If required by the BCR, the Treasurer shall give the Corporation a bond in such sum and

with such surety or sureties as shall be satisfactory to the BCR for the faithful

performance of the duties of the office and for the restoration to the Corporation, in case

of death, resignation, retirement or removal from office, of all books, papers, vouchers,

money and other property of whatever kind in the incumbent's possession or under the

incumbent's control belonging to the Corporation.

In the absence or disability of the Treasurer, the ex-officio administrative coordinator or

such other person as designated by the board, may temporarily perform the duties and

exercise the powers of the Treasurer, and shall perform such other duties as the BCR

shall prescribe.

ARTICLE V - INDEMNIFICATION AND INSURANCE

1. INDEMNIFICATION

The Corporation shall have the full power to indemnify and advance or reimburse

expenses pursuant to the provisions of the Texas Business Organizations Code to any

person entitled to indemnification under the provisions of the Texas Business

Organizations Code.

2. INSURANCE

The Corporation may purchase and maintain insurance or another arrangement on

behalf of any person who is or was a member, director, officer, employee, or agent of the

Corporation or who is or was serving at the request of the Corporation as a director,

officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of

another foreign or domestic corporation, employee benefit plan, other enterprise, or other

entity, against any liability asserted against him or her and incurred by him or her in such

a capacity or arising out of his or her status as such a person, whether or not the

Corporation would have the power to indemnify him or her against that liability. Without

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limiting the power of the Corporation to procure or maintain any kind of insurance or

other arrangement, the Corporation may, for the benefit of persons indemnified by the

Corporation, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its

indemnity obligation by grant of a security interest or other lien on the assets of the

Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement. Theinsurance or other arrangement may be procured, maintained, or established within the

Corporation or with any insurer or other person deemed appropriate by the BCR

regardless of whether all or part of the stock or other securities of the insurer or other

person are owned in whole or part by the Corporation. In the absence of fraud, the

judgment of the BCR as to the terms and conditions of the insurance or other

arrangement and the identity of the insurer or other person participating in an

arrangement shall be conclusive and the insurance or arrangement shall not be voidable

and shall not subject the representatives approving the insurance or arrangement to

liability, on any ground, regardless of whether representatives participating in the

approval are beneficiaries of the insurance or arrangement.

ARTICLE VI - MISCELLANEOUS

1. WAIVER OF NOTICE

Whenever any notice is required to be given to any member or director of the

Corporation under the provisions of the Texas Business Organizations Code, theCertificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person

or persons entitled to such notice, whether before or after the time stated therein, shall

be equivalent to the giving of such notice.

2. MEETINGS BY TELEPHONE CONFERENCE, ELECTRONIC OR OTHER

REMOTE COMMUNICATIONS TECHNOLOGY

Subject to the provisions required or permitted by the Texas Business Organizations

Code and these Bylaws for notice of meetings, members of the BCR, or members of any

committee may participate in and hold a meeting of such board, or committee by means

of: (1) conference telephone or similar communications equipment by which all persons

participating in the meeting can communicate with each other; or (2) another suitable

electronic communications system, including videoconferencing technology or the

Internet, only if: (a) each member entitled to participate in the meeting consents to the

meeting being held by means of that system; and (b) the system provides access to the

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meeting in a manner or using a method by which each member participating in the

meeting can communicate concurrently with each other participant. Participation in a

meeting pursuant to this section shall constitute presence in person at such meeting,

except where a person participates in the meeting for the express purpose of objecting to

the transaction of any business on the ground that the meeting is not lawfully called orconvened.

3. SEAL

The Corporation shall not adopt a seal.

4. CONTRACTS

The BCR may authorize any officer or officers, agent or agents of the Corporation, in

addition to the officers so authorized by these Bylaws, to enter into any contract or

execute and deliver any instrument in the name of and on behalf of the Corporation, and

such authority may be general or confined to specific instances.

5. CHECKS, DRAFTS, ETC.

All checks, drafts or other instruments for payment of money or notes of the Corporation

shall be signed by the Treasurer or such officers or such other persons as shall bedetermined from time to time by resolution of the BCR. All checks, drafts and other

instruments for payment of money or notes of the Corporation that are over $100.00 shall

be signed by two persons authorized by the BCR.

6. DEPOSITS

All funds of the Corporation shall be deposited from time to time to the credit of the

Corporation in such banks, trust companies, or other depositories as the BCR may

select.

7. GIFTS

The BCR may accept on behalf of the Corporation any contribution, gift, bequest or

devise for the general purposes or for any special purpose of the Corporation.

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8. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall

keep minutes of the proceedings of the BCR, and committees and shall keep at the

registered office or principal office in this State a record of the names and addresses ofits members entitled to vote. A Director of the Corporation, on written demand stating the

purpose of the demand, has the right to examine and copy, in person or by agent,

accountant, or attorney, at any reasonable time, for any proper purpose, the books and

records of the Corporation relevant to that purpose, at the expense of the member.

9. FINANCIAL RECORDS AND ANNUAL REPORTS

The Corporation shall maintain current true and accurate financial records with full and

correct entries made with respect to all financial transactions of the Corporation, including

all income and expenditures, in accordance with generally accepted accounting

practices. All records, books, and annual reports of the financial activity of the

Corporation shall be kept at the registered office or principal office of the Corporation in

Texasfor at least three years after the closing of each fiscal year and shall be available

to the public for inspection and copying there during normal business hours. The

Corporation may charge for the reasonable expense of preparing a copy of a record or

report.

10. FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the BCR. Unless the BCR

otherwise determines, it shall be the same as the calendar year.

ARTICLE VII - CONSTRUCTION

1. PRONOUNS AND HEADINGS

All personal pronouns used in these Bylaws shall include the other gender whether used

in masculine or feminine or neuter gender, and the singular shall include the plural

whenever and as often as may be appropriate. All headings herein are for convenience

only and neither limit nor amplify the provisions of these Bylaws.

2. INVALID PROVISIONS

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If any one or more of the provisions of these Bylaws, or the applicability of any such

provision to a specific situation, shall be held invalid or unenforceable, such provision

shall be modified to the minimum extent necessary to make it or its application valid and

enforceable, and the validity and enforceability of all other provisions of these Bylaws andall other applications of any such provision shall not be affected thereby.

ARTICLE VIII ADOPTION AND AMENDMENT OF BYLAWS

The Bylaws initially shall be adopted by the initial BOD defined in the Certificate of

Formation. Thereafter, the BCR may amend or repeal these Bylaws, or adopt new

Bylaws, unless the Certificate of Formation or the Texas Business Organizations Code

limits such powers.

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COL Craig Pearson (Ret.), Initial BoardMember

_____________________________________Dr. Billy Ligon, M.D., Initial Board Member

_____________________________________Julie ORear, R.N., Initial Board Member

Adopted on October 29, 2009

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APPENDIX 1Example BCR

2010-2010 (Serve 1 year)Board Member #1 Founding Member Church #1Board Member #2 Member Church #2Board Member #3 Member Church #3Board Member #4 Member Church #4Board Member #13 -Member Church #11Board Member #16 -Member Church #14

2010-2011(Serve 2 year term)Board Member #5 Founding Member Church #1Board Member #6 Member Church #5Board Member #7 Member Church #6Board Member #8 Member Church #7Board Member #14 -Member Church #12Board Member #17 -Member Church #15

2010-2012(Serve 3 year term)Board Member #9 -- Founding Member Church #1Board Member #10 -Member Church #8Board Member #11 -Member Church #9Board Member #12 -Member Church #10Board Member #15 -Member Church #13Board Member #18 -Member Church #16

2011-2013: (Serve 3 year term)

Board Member #1 Founding Member Church #1Board Member #2 Member Church #2Board Member #3 Member Church #3Board Member #4 Member Church #4Board Member #13 -Member Church #11Board Member #16 -Member Church #14

2012-2014 (Serve 3 year term)Board Member #5 Founding Member Church #1Board Member #6 Member Church #5Board Member #7 Member Church #6Board Member #8 Member Church #7

Board Member #14 -Member Church #12Board Member #17 -Member Church #15

APPENDIX 2Initial Servant Teams

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A. The Health Care Servant Team which includes but is not limited to:

Physician

Nursing

Dental

Pharmacy Medical records

Documentation.

B. The Administrative Servant Team which includes but is not limited to:

Budget

Finance and investments,

Building facilities and maintenance

Equipment and inventory

Legal

Communications,

Computers

Public relations

Helping Hands

ECHO Liaison

Insurance.

C. The Counseling and Social Work Servant Team which includes but is not limited to:

Coordination of Screening

Registration Referral to community resources.

D. The Volunteer Coordination Servant Team which includes but is not limited to:

Training and scheduling of laypersons and professionals

Screening and orientation,

Documentation of volunteer records and man-hours.

E. The Fundraising Servant Team which includes but is not limited to:

Large and small scale planning

Collections

Donor documentation

Letters of Appreciation

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APPENDIX 3:CONFLICT OF INTEREST POLICY

ARTICLE I PURPOSE

The purpose of the conflict of interest policy is to protect the Body of Christ CommunityClinics interest when it is contemplating entering into a transaction or arrangementthat might benefit the private interest of an officer or director of the clinic or might resultin a possible excess benefit transaction. This policy is intended to supplement but notreplace any applicable state and federal laws governing conflict of interest applicableto nonprofit and charitable organizations.

ARTICLE II DEFINITIONS

1. Interested Person Any director, principal officer, or member of a council or committee with governingboard delegated powers, who has a direct or indirect financial interest, as definedbelow, is an interested person. If a person is an interested person with respect to anyentity in the health care system of which the organization is a part, he or she is aninterested person with respect to all entities in the health care system.

2. Financial InterestA person has a financial interest if the person has, directly or indirectly, throughbusiness, investment, or family:

a. An ownership or investment interest in any entity with which the Body ofChrist Community Clinic, Inc. has a transaction or arrangement,

b. A compensation arrangement with the Body of Christ Community Clinic, Inc.or with any entity or individual with which the Body of Christ CommunityClinic, Inc. has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensationarrangement with, any entity or individual with which the Body of ChristCommunity Clinic, Inc. is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors thatare not insubstantial. A financial interest is not necessarily a conflict of interest. UnderArticle III, Section 2, a person who has a financial interest may have a conflict of

interest only if the appropriate governing board, council or committee decides that aconflict of interest exists.

ARTICLE III - PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person mustdisclose the existence of the financial interest and be given the opportunity to discloseall material facts to the directors and members of councils or committees with

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governing board delegated powers considering the proposed transaction orarrangement.

2. Determining Whether a Conflict of Interest ExistsAfter disclosure of the financial interest and all material facts, and after any discussionwith the interested person, he/she shall leave the governing board, council or

committee meeting while the determination of a conflict of interest is discussed andvoted upon. The remaining board, council or committee members shall decide if aconflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board,council or committee meeting, but after the presentation, he/she shall leavethe meeting during the discussion of, and the vote on, the transaction orarrangement involving the possible conflict of interest.

b. The chairperson of the governing board, council or committee shall, ifappropriate, appoint a disinterested person or committee to investigatealternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board, council or committeeshall determine whether the Organization can obtain with reasonable effortsa more advantageous transaction or arrangement from a person or entitythat would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonablypossible under circumstances not producing a conflict of interest, thegoverning board, council or committee shall determine by a majority vote of

the disinterested directors whether the transaction or arrangement is in thebest interest of the Body of Christ Community Clinic, Inc., for its own benefit,and whether it is fair and reasonable. In conformity with the abovedetermination it shall make its decision as to whether to enter into thetransaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board, council or committee has reasonable cause to believea member has failed to disclose actual or possible conflicts of interest, itshall inform the member of the basis for such belief and afford the member

an opportunity to explain the alleged failure to disclose.

b. If, after hearing the members response and after making furtherinvestigation as warranted by the circumstances, the governing board,council or committee determines the member has failed to disclose anactual or possible conflict of interest, it shall take appropriate disciplinaryand corrective action.

ARTICLE IV - RECORD OF PROCEEDINGS

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The minutes of the governing board and all councils or committees with boarddelegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have afinancial 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 boards councils orcommittees decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votesrelating to the transaction or arrangement, the content of the discussion,including any alternatives to the proposed transaction or arrangement, and arecord of any votes taken in connection with the proceedings.

ARTICLE V COMPENSATION

a. A voting member of the governing board who receives compensation, directlyor indirectly, from the Body of Christ Community Clinic, Inc. for services isprecluded from voting on matters pertaining to that members compensation.

b. A voting member of any council or committee whose jurisdiction includescompensation matters and who receives compensation, directly or indirectly,from the Body of Christ Community Clinic, Inc. for services is precluded fromvoting on matters pertaining to that members compensation.

c. No voting member of the governing board, council or any committee whosejurisdiction includes compensation matters and who receives compensation,directly or indirectly, from the Body of Christ Community Clinic, Inc., eitherindividually or collectively, is prohibited from providing information to any

council or committee regarding compensation.

d. Physicians who receive compensation from the Body of Christ CommunityClinic, Ind., whether directly or indirectly or as employees or independentcontractors, are precluded from membership on any council or committeewhose jurisdiction includes compensation matters. No physician, eitherindividually or collectively, is prohibited from providing information to anycouncil or committee regarding physician compensation.

ARTICLE - VIANNUAL STATEMENTS

Each director, principal officer and member of a council or committee with governingboard delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,b. Has read and understands the policy,c. Has agreed to comply with the policy, andd. Understands the Body of Christ Community Clinic, Inc. is charitable and in

order to maintain its federal tax exemption it must engage primarily inactivities which accomplish one or more of its tax-exempt purposes.

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ARTICLE - VIIPERIODIC REVIEWS

To ensure the Body of Christ Community Clinic, Inc. operates in a manner consistentwith charitable purposes and does not engage in activities that could jeopardize its tax-

exempt status, periodic reviews shall be conducted. The periodic reviews shall, at aminimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based oncompetent survey information and the result of arms length bargaining.

b. Whether partnerships, joint ventures, and arrangements with managementorganizations conform to the Body of Christ Community Clinics writtenpolicies, are properly recorded, reflect reasonable investment or paymentsfor goods and services, further charitable purposes and do not result ininurnment, impermissible private benefit or in an excess benefit transaction.

ARTICLE - VIIIUSE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Body of ChristCommunity Clinic, Inc. may, but need not, use outside advisors. If outside experts areused, their use shall not relieve the governing board of its responsibility for ensuringperiodic reviews are conducted.

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Body of Christ Community Clinic(Governing) Board of Community Representatives (BCR)

Major decision makerMaximize involvement and resources availableMeets quarterlyNot < 9 or >181 Rep. from each member church3 Rep. from founding churchAnnual individual financial contributions required.Elect own Chair, Vice Chair, Sec, Tr. From the Board Reps.

5 ex-officio: Med Dir. Admin. Dir, Ex. Dir., HH Dir, Opt Local LiaisonsTerms = 3 yr rotating (2 consecutive max)

(Operations) Council of Servant Leaders (CSL)Maximize effective operationsMeets monthlyNot < 9 > 18Chairs plus one from each Servant Team

Helping Hands Ex. DirExperience/skills in req. areasBeliever active in own churchElect own P, VP, Sec.3 Ex Officio: Chair of BCR, Ex. Dir, Local Govt. LiaisonTerms = Fixed 1 yr (3 consecutive max)

Health Care Servant Team

Communication between BCR& CSL via Chairman of BCR

Administrative Servant Team

Social Work Servant Team

Volunteer Coordination Servant Team

Fundraising Servant Team

Servant Teamsestablished by the

BCRBCRServantTeamsReportto theCSL

Standing Finance Com

Standing Audit Com

Ad Hoc Com. (prn)i.e. Nominating Com

Standing Executive Com(see membershipbelow)

Executive CommitteeMembership

BCR ChairmanCSL PresidentAdministrative CoordinatorMedical Director

Executive Director

Appendix 4Organizational Overview

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BOCCC by-Laws Adopted 10-29-09

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