31The corporation shall not discriminate against any person by refusing its services to suchperson on the grounds <strong>of</strong> race, color, sex, age, sexual orientation, religion, national origin or,disability or gender identity.Notwithstanding any other provision <strong>of</strong> these Amended Articles, the corporation shall not carryon any activity not permitted to be carried on (i) by a corporation exempt from federal incometax under §501(c)(3) <strong>of</strong> the Internal Revenue Code <strong>of</strong> 1986, as amended (or thecorresponding provision <strong>of</strong> any future United States Internal Revenue law), or (ii) by acorporation, contributions to which are deductible under §170(c)(2) <strong>of</strong> the Internal RevenueCode <strong>of</strong> 1986, as amended (or the corresponding provision <strong>of</strong> any future United StatesInternal Revenue law).SIXTH: The corporation shall have a Board <strong>of</strong> Directors, in which shall be vested all <strong>of</strong>the power and authority to supervise, control, direct and manage the property, affairs andactivities <strong>of</strong> the corporation, as set forth in these Amended Articles and the corporation's Code<strong>of</strong> Regulations or Bylaws. The directors <strong>of</strong> the corporation shall, for the purposes <strong>of</strong> anystatute or rule <strong>of</strong> law relating to the corporationcorporations, be taken to be the members <strong>of</strong>the corporation, and they shall have all <strong>of</strong> the rights and privileges <strong>of</strong> members, except asotherwise provided by law. The number <strong>of</strong>members <strong>of</strong> the United Church <strong>of</strong> Christ Board shallbe the directors <strong>of</strong> the corporation shall be not less than fifty-five (55). The directors shall beelected as follows:.(a) the General Synod <strong>of</strong> the United Church <strong>of</strong> Christ shall elect directly notless than fifty-five (55) nor more than fifty-eight (58) directors in accordance with theConstitution and Bylaws <strong>of</strong> the United Church <strong>of</strong> Christ; and(b) the voting members <strong>of</strong> the corporation may elect additional directors butonly if such members have authorized such election by an affirmative vote <strong>of</strong> not lessthan 2/3rds <strong>of</strong> all voting members.The corporation shall have an Executive Minister, who shall be the principal minister and chiefexecutive <strong>of</strong> the corporation, responsible for guiding and leading all <strong>of</strong> the corporation'sactivities under the oversight <strong>of</strong> its Board <strong>of</strong> Directors and as prescribed in these AmendedArticles and the corporation's Code <strong>of</strong> Regulations or Bylaws. The Executive Minister shalloversee the programmatic work <strong>of</strong> the corporation, which shall be carried out in accordancewith the policies, planning, and broad oversight <strong>of</strong> the United Church <strong>of</strong> Christ Board. TheExecutive Minister shall be nominated and elected by the Board <strong>of</strong> Directors <strong>of</strong> the corporationin accordance with its procedures, and shall be called by election by the General Synod <strong>of</strong> theUnited Church <strong>of</strong> Christ in accordance with its procedures. The Executive Minister shall beaccountable to the General Synod through the United Church <strong>of</strong> Christ Board. The ExecutiveMinister shall serve at the will <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> the corporation and may beterminated by said Board in accordance with its procedures but only after advice andconsultation with the Executive Council <strong>of</strong> the United Church <strong>of</strong> Christ Board acting as theGeneral Synod ad interim.No term or provision <strong>of</strong> this SIXTH Article may be amended, modified or deleted without anaffirmative vote <strong>of</strong> not less than 2/3rds <strong>of</strong> all voting members <strong>of</strong> the corporation after31
consultation with the Collegium and the Executive Council <strong>of</strong> the United Church <strong>of</strong> ChristBoard and after presentation <strong>of</strong> the proposed amendment, modification or deletion to theGeneral Synod <strong>of</strong> the United Church <strong>of</strong> Christ at two (2) regular meetings <strong>of</strong> the GeneralSynod.32SEVENTH: Except as otherwise provided by law, the corporation shall not be dissolvedwithout the approval <strong>of</strong> its Board <strong>of</strong> Directorsnot less than 2/3rds <strong>of</strong> all members <strong>of</strong> thecorporation, after advice and consultation with the General Synod <strong>of</strong> the United Church <strong>of</strong>Christ. In the event <strong>of</strong> such dissolution, the Board <strong>of</strong> Directors shall, after paying or makingprovision for the payment <strong>of</strong> all liabilities <strong>of</strong> the corporation, distribute or convey all <strong>of</strong> theassets <strong>of</strong> the corporation to such successor corporation organized and operated exclusivelyfor religious and charitable purposes as shall at the time qualify as an exempt organizationunder §501(c)(3) <strong>of</strong> the Internal Revenue Code <strong>of</strong> 1986, as amended (or the correspondingprovision <strong>of</strong> any future United States Internal Revenue law), and as shall be legally obligatedand empowered to own and carry out the obligations, terms, conditions and requirements <strong>of</strong>the corporation's assets, as the Board <strong>of</strong> Directors shall determine. Such successorcorporation shall be related to the United Church <strong>of</strong> Christ whenever legally permissible andappropriate, as determined by the Board <strong>of</strong> Directors.EIGHTH: Notwithstanding any provision <strong>of</strong> the Ohio Revised Code Sections 1702.01 to1702.58, inclusive,Chapter 1702 now or hereafter in force, requiring for the authorization ortaking <strong>of</strong> any action the vote or consent <strong>of</strong> all <strong>of</strong> the members or any other number <strong>of</strong> themembers greater than a majority, such action, unless otherwise expressly required by law orthese Amended Articles, may be authorized or taken by the vote or consent <strong>of</strong> a majority <strong>of</strong>the members.NINTH: These Amended Articles supersede and replace the existing Articles <strong>of</strong> thecorporation in their entirety.009660.000007 602283631.4602283631.632