The Universal Life Church Monastery’s

Ministry Launch Forms

CONTENTS
Articles of Incorporation – 1
Church By-Laws – 2
Conflict of Interest Policy - 4
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A FREE DOWNLOAD FROM ULCCASELAW.COM
SAMPLE ARTICLES OF INCORPORATION
Note: These are sample Articles of Incorporation. This type of document is meant to
define the legal and financial structure of a business entity, which is done in order to
become an official, legally-recognized corporation. Businesses incorporate to protect
themselves and their employees from legal action or to receive tax incentives. This is
true for both profit and non-profit organizations; churches like the Universal Life
Church and yours constitute the latter.

You are free to use this document as a framework for creating your own Articles of
Incorporation. Please know that each state has its own requirements for filing this
document so you will need to review the appropriate requirements for incorporation in
your state. These can be found and downloaded at no charge on each State's Secretary of
State website under their Corporations section.

ARTICLES OF INCORPORATION
ARTICLE 1 - NAME

The name of the corporation is _______________________(your organizations name here),

Inc., Doing Business As (DBA) ____________________________

ARTICLE 2 - PURPOSE OF CORPORATION

The Corporation is organized exclusively for charitable, religious and religious-

educational purposes, including for in-kind purposes, the making of distributions to
organizations that qualify as exempt organizations under section 501(c)(3) of the
Internal Revenue Code which governs non-profit corporations.

ARTICLE 3 - PROHIBITIONS

No part of any earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons for any reason
not authorized by the Board of Directors, except that the corporation shall be authorized
and empowered to pay reasonable, measurable and verifiable competitive compensation
for services rendered to the corporation and to make payments and distributions in
furtherance of the purposes set forth in Article 2 hereof. No substantial part of the
activities of _________________________________(your Church's name here) shall be
dedicated to, or otherwise attempt to influence United States State or Federal
legislation, and the corporation shall not participate or intervene in any political
campaign on behalf of or in opposition to any candidate for public office.

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Notwithstanding any other provision of these articles, the corporation shall not carry on
any other activities not permissible (A) by a corporation exempt from federal income tax
under section 501(c)(3) of the Internal Revenue Code, or (B) by a corporation,
contributions to which are deductible under section 1: 70(c)(2) of the Internal Revenue
Code.

ARTICLE 4 - DIRECTORS

The Directors shall be elected by a majority vote of the Members of this Corporation as
defined by process in the By-laws of the corporation.

ARTICLE 5 - TERM OF EXISTENCE

This corporation shall have perpetual existence.

ARTICLE 6 - CAPITAL STOCK

This corporation shall issue no capital stock and shall be composed of members rather
than stockholders.

ARTICLE 7 - QUALIFICATIONS OF MEMBERSHIP

The categories of membership, qualifications for membership and the manner of

admission shall be as set forth in and regulated by the By-laws of the Corporation.

ARTICLE 8 - VOTING RIGHTS

Members of the Corporation will have such voting rights as are defined in the By-laws of
the Corporation.

ARTICLE 9 - LIABILITIES FOR DEBTS

Neither the members nor the members of the Board of Directors or officers of the
Corporation shall be liable for the debts of the Corporation.

ARTICLE 10 - REGISTERED OFFICE AND REGISTERED AGENT

The name and address of the registered agent of this corporation is:

_____________________________________ (name of Agent)

c/o __________________________________ (name of business of Agent)

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_____________________________________ (street address of Agent)
__________________,(City) ___ (State) __________(Zip Code)

ARTICLE 11 - PRINCIPAL OFFICE

The address of the principal office and the mailing address of this corporation is:

_____________________________________ (street address of Church)

_____________________________________ (street address 2 if applicable)
__________________,(City) ___ (State) __________(Zip Code)

ARTICLE 12 - INCORPORATOR

The name and address of the incorporator of this corporation is:

_____________________________________(name of Incorporator)
c/o__________________________________(business name of Incorporator)
_____________________________________(street address of Corporation)
__________________,(City) ___(State) __________(Zip Code)

ARTICLE 13 - AMENDMENTS

These Articles of Incorporation may be amended at any time in the manner provided by
the laws adherent to the jurisdiction of the State of ____________. Every amendment
shall be approved by the Board of Directors, proposed by them to the voting members,
and approved at a members meeting by a quorum of the Members as defined by the By-
laws of the corporation.

ARTICLE 14 - INDEMNIFICATION

The Corporation shall indemnify a director or officer of the Corporation, who was wholly
successful in the defense of any proceeding(s) to which the director or officer was a
party to, or because the director or officer is or was a director of officer of the
Corporation, against reasonable attorney fees and expenses incurred by the director or
officer in connection with said proceeding(s). The Corporation may indemnify an
individual made a party to a proceeding(s) because the individual is or was a director,
officer, employee or agent of the corporation, against liability if authorized in the
specific case, after determination in the manner required by the Board of Directors, that
indemnification of the director, officer, employee or agent, is permissible in the
circumstances because the director, officer, employee or agent has met the standard of
conduct set forth by the board of directors, officers, employees and agents of the
Corporation. Indemnification shall apply when such persons are serving at the
Corporation's request while a director, officer, employee or agent of the Corporation, as
a director, officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,

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whether or not for profit, as well as in their official capacity with the Corporation. The
Corporation also may pay for or reimburse the reasonable attorney fees and expenses
incurred by a director, officer, employee or agent of the Corporation who is a party to a
proceeding in advance of final disposition of the proceeding. The Corporation also may
purchase and maintain insurance on behalf of an individual arising from the individual's
status as a director, officer, employee, or agent of the Corporation, whether or not the
Corporation would have power to indemnify the individual against the same liability
under the law.

All references in these Articles of Incorporation are deemed to include any amendment
or successor thereto. Nothing contained in these Articles of Incorporation shall limit or
preclude the exercise of any right relating to indemnification or advance of attorney fees
and expenses to any person who is or was a director, officer, employee, or agent of the
Corporation or the ability of the Corporation otherwise to indemnify or advance
expenses to any such person by contract or in any other manner. If any word, clause or
sentence of the foregoing provisions regarding indemnification or advancement of the
attorney fees or expenses shall be held invalid as contrary to law or public policy, it shall
be severable and the provisions remaining shall not be otherwise affected. All references
in these Articles of Incorporation to "director", "officer" "employee", and "agent" shall
include the heirs, estates, administrators, executors, and personal representatives of
such persons.

ARTICLE 15 - COVENANT NOT TO SUE

The Corporation agrees that it will never institute any action or suit at law or in equity
against any director or officer of the Corporation, nor institute, prosecute, or in any way
aid in the institution or prosecution of any claim, demand, action, or cause of action for
damages, costs, loss of services, expenses, or compensation for or on account of any
damage, loss or injury to person or property, or both, whether developed or
undeveloped, resulting or to result, known or unknown, past, present, or future, arising
out of a director or officer of the Corporation's service to the Corporation.

ARTICLE 16 - DISSOLUTION

Upon dissolution of the corporation, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or shall
be distributed to the federal government, or so disposed of shall be disposed of by Court
of Competent Jurisdiction of the county in which the principal officer of the corporation
is then located, exclusively for such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.

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SAMPLE CHURCH BY-LAWS
Note: These are sample church by-laws and should only be used for reference when
creating your own church or ministry. Use these sample by-laws as a guideline only.
These sample by-laws in no way represent the offering of legal counsel or advice by the
Universal Life Church Monastery.

BY- LAWS OF _______________________ (name of your Church)

ARTICLE I - PRINCIPAL OFFICE

The principal office of the Corporation, (also referred to as the "Church") shall be
located at:

________________________________ (Street Address),

__________________(City), ____ (State) __________ (Zip).

Other contact information is:

_______________________________ (website)
_______________________________ (email address)
______________(phone number)
______________(fax number).

ARTICLE II - STRUCTURE OF MINISTRY, CIVIL, AND ECCLESIASTICAL

2.1 Legal Structure. The officers of the corporation are

___________________________, ___________________________, and
___________________________; (You must have a minimum of 3 officers: a
President, Secretary and Treasurer. They cannot be the same person. You can then have
other positions, defined by yourself or by consensus, to fulfill whatever role is needed for
the smooth operation of the corporate entity. It is a best-practices rule to have a
President, Vice-President, Secretary and Treasurer.)

2.1.1 The President shall be ____________(input religious leader title here) and shall
preside at all meetings, shall make an annual report as to the status and condition of the
corporation to this Board of Directors no later than ____________ (input date of
formation +12 months). The President shall sign all certificates, contracts, deeds and
other instruments of the corporation. During the absence or disability of the President,
the _____________(input title of Board Member with proxy responsibility here) shall
exercise all the powers and discharge all the duties of the President.

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2.1.2 The _________________(input title of person in charge of spiritual leadership)
shall exercise creative input on the spiritual content of the church material and shall be
diligent in the act of upholding and improving the overall teaching and practice
standards of the church.

2.1.3 The Secretary shall keep the minutes of all meetings: shall have charge of the seal
and corporate books and shall make such reports and reform such duties as are required
of him or her by the corporation, and shall sign all certificates, contracts, deeds and
other instruments of the corporation as directed by the President, Treasurer and duties
outlined in Articles of Incorporation.

2.1.4 The Treasurer shall have custody of all monies and securities of the corporation
and shall keep regular books of account. The Treasurer shall disburse rightful funds of
the corporation in payment of the just demands against the corporation or as may be
required. The Treasurer shall make an accounting of all his transactions as Treasurer
and of the financial condition of the corporation. The Treasurer will use an audit-
approved accounting system as approved by the Board of Directors.

2.1.5 The officers of the corporation shall hold offices until their successors are duly
elected and qualified, or until a written Letter of Resignation is tendered to the members
of the Board of Directors and accepted by same.

2.1.6 The Board of Directors shall meet at least once each year, one day before the end of
the fiscal year, in person. Special meetings may be called if and when the same may
become necessary. Appropriate notice for Special Meetings shall be given to all Board
Members, as described in the articles of Incorporation.

2.2 Ecclesiastical Structure. The Ecclesiastical structure of the Ministry shall be

composed of:

2.2.1 The Board of Directors, and any member deemed necessary, voted upon and
approved by said board.

ARTICLE III - THE BOARD OF DIRECTORS, ITS ORGANIZATION,

POWERS AND DUTIES

3.1 BOARD OF DIRECTORS: The Board of Directors of the Church shall be at least 3
persons in number. The Board of Directors must always have an odd number of
members, and are granted all necessary powers to exercise all directives necessary for
the operation of the Church, expressed or implied, which shall be necessary and proper
to carry out all the executive functions, and all other powers both civil and ecclesiastical
as may be determined by the By-Laws, Articles of Incorporation, and approved and
adopted resolution by the Board of Directors.

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3.1.1 TERMS: The members of the Board of Directors shall be elected for a term of
__________(insert appropriate number/year(s) term here). The Term shall be
computed from the day of election to the post and each member may hold office until
such time as an election by the members can be had. Elections schedules and
procedures shall be defined in these By-Laws. It shall be determined by unanimous vote
of the Board, the length of term of service to be rendered to the Board of Directors.

3.1.2 ELECTIONS: Elections shall be held every __________________ (put in date

of 3/4 through term here.) The required number of votes for office holder approval shall
be ___________ (put in one of the following clauses: "simple-majority", "two-thrids
majority", "quorum", or "unanimous".

3.1.3 VACANCY: In the event of a vacancy on the Board of Directors - through attrition,
resignation or forced vacancy, the remaining members of the Board of Directors shall fill
via appointment such vacancy by a "simple majority" vote at a duly held meeting until a
successor has been duly elected and qualified. Should the vacancy assume during mid-
term, the Board of Directors shall be required to hold formal special mid-term elections
no later than 60 days post vacancy or in the event of the Presidency, no later than 30
days post vacancy.

3.2 PASTOR: The Pastor can be qualified to hold the office of President of the Board of
Directors and may be appointed as President of the board of Directors only by a
unanimous vote by the current members of the Board of Directors.

3.3 SECRETARY. The initial Board of Directors position of Secretary shall be appointed
by the Board of Directors with a ______________ (put term of initial appointment
here) term limit, which may then be extended through formal elections at an appointed
date to be determined by the Board of Directors.

3.3.1 The Secretary shall be the keeper of the minutes of the proceedings of all meetings,
by all members, Board of Directors meetings, committee meetings, councils and other
Boards or tribunals, as authorized by the Board of Directors. These shall constitute the
formal records of the Church and shall be kept at the principal office of the Ministry.
These records shall be deemed available for viewing by any and all requests, either
public or private.

3.4 TREASURER. The Board of Directors must have a Treasurer which is independent
of all other positions, and the person who holds the office of Treasurer may not hold any
other position on the Board of Directors due to potential conflict of interest concerns.
The Treasurer shall only be elected by the Board of Directors. The Treasurer shall be the
treasurer of the Church, and shall have overriding custody of all moneys and securities
of the Ministry and shall make an accounting of all of the Ministry transactions.

3.4.1 All checks, drafts or orders for the payment of money, notes, evidence of
indebtedness issued in the name of the corporation, or any other encumbrance, shall be

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signed by the Treasurer of the corporation. In the absence of availability of the approved
Treasurer, the Board of Directors may appoint a secondary signator who may sign on
behalf of the corporation.

3.4.2 All funds of the Corporation must be deposited as required to the credit of the
corporation in such banks, trust companies or other depositories as the Board of
Directors may elect.

3.4.3 Any member of the Board of Directors or the Pastor may accept on behalf of the
Corporation any contributions, donations, gifts, including real property, works of art,
bequests or devise ("contributions") for any purpose of the Ministry. Any and all
contributions are the sole property of the Corporation and shall be duly noted and
entered into the assets accounts and accounting by the Treasurer.

3.4.4 The Treasurer shall keep correct and complete financial records of all Ministry
account(s). All books and records of the Ministry may be inspected by any member, or
agent, for any purpose at any reasonable time.

3.4.5 The Treasurer shall be authorized to appoint person(s) to assist the Treasurer,
with approval from the Board of Directors, in carrying out the duties and functions of
the Treasurer’s Office. Any person(s) who are appointed to this role may be subject to
formal background checks as appropriate for the fiscal responsibilities assumed.

ARTICLE IV - MEETINGS

4.1 The Annual Meeting of the Corporation is required and mandatory and shall be held
on the _______________ (insert date of fiscal year here). All members of the Board
of Directors are required to participate in person and no proxy shall be appointed their
stead unless previously approved by a unanimous vote of the Board of Directors. The
Annual Meeting shall consist of the business of member nominations and elections to
the Board of Directors as appropriate. A quorum of the membership is required.

4.1.2 QUORUM: A quorum is hereby defined as two-thirds total membership of the

corporation, excluding the members of the Board of Directors.

4.2 Special Meetings may be called by a vote of the Board of Directors, a directive issued
by the President of the Board of Directors, or a directive issued by the Pastor as they in
their discretion deem necessary. Notices for the calling of special meetings shall be given
to all members in writing with 30 days prior written notice and shall be delivered via
certified mail. Attendance of Special Meeting events may be conducted via proxy, with
prior approval of a simple majority vote of the currently serving Board of Directors
members.

ARTICLE V - RULES AND REGULATIONS

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5.1 The Board of Directors may adopt such rules of procedure and regulations governing
the conduct of its business and the organization of the Corporation as they may deem
necessary, proper and expedient.

5.1.1 Appeals and Arbitration: If damage to person(s) or to the Corporation shall occur
through the direction, action or inaction of the members of the Board of Directors, any
individual member, or assemblage of members of the Corporation, shall have the right
to request a special meeting, in order to pursue an appeals process as determined by an
independent third-party board certified Arbitration specialist. The costs of such appeals
shall initially be borne by the party requesting the appeal(s). These costs shall be wholly
the responsibility of the party determined to bring damage to the Corporation at the
termination of the Appeals and Arbitration process.

5.1.2 Determination of Arbitration: All parties shall hold sacred the determination and
outcome of the independent arbitrator who's decision shall be held as legal and binding
by all parties to the appeals process.

ARTICLE VI - AMENDMENTS TO THE BYLAWS

Any and all provisions of the Bylaws, except those provisions enumerated in Article V
may be modified, altered or amended by two-thirds majority vote of all members of the
Board of Directors either at a regular or special meeting called explicitly for the purpose
of amending these By-laws. If the proposed amendment(s) are adopted as herein
provided, the results of the vote shall be announced by the Secretary of the Board of
Directors and declared adopted by the President of the Board of Directors, whereupon
such amendments shall be in full force of effect either on the date specified for the
enaction of said amendments, or without an adoption date and time, shall be in full
force and effect immediately upon adoption.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged and
filed the foregoing Articles of Incorporation under the laws of the State of
________________________ this _____ day of __________,(month goes here)
______ (year goes here).

______________________________, Incorporator

Signature of Incorporator

______________________________

Print Name of Incorporator

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SAMPLE CONFLICT OF INTEREST POLICY
Note: This is a sample conflict of interest policy and should only be used for reference
when creating your own church or ministry. Use these sample by-laws as a guideline
only. These sample by-laws in no way represent the offering of legal counsel or advice by
the Universal Life Church Monastery.

Your Church Name Goes Here

Your Church Official Full Corporate Address Goes Here

Policy on Conflicts of Interest and Disclosure of Certain Interests

This conflict of interest policy is designed to facilitate trustees, officers and employees
of (Your Church Name Goes Here) to identify situations that present potential conflicts
of interest and to provide (Your Church Name Goes Here) with a procedure which may,
at the discretion of a majority vote of the Board of Directors allow a transaction to be
treated as valid and binding even though a trustee, officer or employee has or may have
a conflict of interest with respect to said and identified transaction.

In the event there is an inconsistency between the requirements and procedures

prescribed herein, and the legal requirements of the corporations code in the
jurisdiction(s) wherein the Church Corporation is legally resident, the appropriate
statutory requirements and remedies will prevail. All capitalized terms are defined in
Part 2 of this policy.

1. Conflict of Interest Defined. For purposes of this policy, the following

circumstances shall be deemed to create Conflicts of Interest:

A. Outside Interests.

1. A Contract or Transaction between (your church name goes here) and a

Responsible Person or Family Member.
1. A Contract or Transaction between (your church name goes here) and an
entity in which a Responsible Person or Family Member has a Material
Financial Interest or of which such person is a trustee, officer, agent,
partner, associate, personal representative, receiver, guardian, custodian,
conservator or other legal representative.

B. Outside Activities.

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 1. A Responsible Person competing with (your church name goes here) in the
rendering of services or in any other Contract or Transaction with a third party.
2. A Responsible Person having a Material Financial Interest in; or serving as a
trustee, officer, employee, agent, partner, associate, personal representative,
receiver, guardian, custodian, conservator or other legal representative of, or
consultant to; an entity or individual that competes with (your church name goes
here) in the provision of services or in any other Contract or Transaction with a
third party.

C. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts,

entertainment or other favors from any individual or entity that:

1. Does or is seeking to do business with, or is a competitor of (your church name

goes here) or;
2. Has received, is receiving or is seeking to receive a loan or grant, or to secure
other financial commitments from (your church name goes here).
3. Is a charitable organization operating in the United States of America under
circumstances where it might be inferred that such action was intended to
influence or possibly would influence the Responsible Person in the performance
of his or her duties. This does not preclude the acceptance of items of nominal or
insignificant value or entertainment of nominal or insignificant value which are
not related to any particular transaction or activity of (your church name goes
here).

2. Definitions.

1. A "Conflict of Interest" is any circumstance described in Part 1 of this Policy.

2. A "Responsible Person" is any person serving as member of the Board of
Directors, employee or member of the Board of Trustees of (your church name
goes here).
3. A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister,
or spouse of a brother or sister, of a Responsible Person.
4. A "Material Financial Interest" in an entity is a financial interest of any kind,
which is substantial enough that it would, or reasonably could, affect a
Responsible Person’s or Family Member’s judgment with respect to transactions
to which the entity is a party.
5. A "Contract or Transaction" is any agreement or relationship involving the sale or
purchase of goods, services, or rights of any kind, the providing or receipt of a
loan or grant, the establishment of any other type of pecuniary relationship, or
review of a charitable organization by (your church name goes here). The making
of a gift (your church name goes here) is not a Contract or Transaction.

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3. Procedures.

1. Prior to board or committee action on a Contract or Transaction involving a

Conflict of Interest, a trustee, member of the Board of Directors or committee
member having a Conflict of Interest and who is in attendance at the meeting
shall disclose all facts material to the Conflict of Interest. Such disclosure shall be
reflected in the minutes of the meeting and duly recorded by the Secretary.
2. A trustee, member of the Board of Directors, or committee member who plans
not to attend a meeting at which he or she has reason to believe that the board or
committee will act on a matter in which the person has a Conflict of Interest shall
disclose to the chair of the meeting all facts material to the Conflict of Interest.
The chair or acting chair shall report the disclosure at the meeting and the
disclosure shall be reflected in the minutes of the meeting and duly recorded by
the Secretary.
3. A person who has a Conflict of Interest shall not participate in or be permitted to
hear the boards or committee’s discussion of the matter except to disclose
material facts and to respond to questions. Such person shall not attempt to exert
his or her personal influence with respect to the matter, either at or outside the
meeting.
4. A person who has a Conflict of Interest with respect to a Contract or Transaction
that will be voted on at a meeting shall not be counted in determining the
presence of a quorum for purposes of the vote. The person having a conflict of
interest may not vote on the Contract or Transaction and shall not be present in
the meeting room when the vote is taken, unless the vote is by secret ballot if this
mechanism is a grated remedy assigned within the By-laws. Such person’s
ineligibility to vote shall be reflected in the minutes of the meeting and duly
recorded by the Secretary. For purposes of this paragraph, a trustee or a member
of the Board of Directors of (your church name goes here) has a Conflict of
Interest when he or she stands for election as a trustee or for re-election as a
member of the Board of Directors.
5. Responsible Persons who are not a trustee or a member of the Board of Directors
of (your church name goes here), or who have a Conflict of Interest with respect
to a Contract or Transaction that is not the subject of Board or committee action,
shall disclose to the Chair or the Chair’s designee any Conflict of Interest that
such Responsible Person has with respect to a Contract or Transaction. Such
disclosure shall be made as soon as the Conflict of Interest is known to the
Responsible Person. The Responsible Person shall refrain from any action that
may affect (your church name goes here)’s participation in such Contract or
Transaction.

In the event it is not entirely clear that a Conflict of Interest exists, the individual with
the potential conflict shall disclose the circumstances to the Chair or the Chair’s
designee, who shall determine whether there exists a Conflict of Interest that is subject
to this policy.

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4. Confidentiality.

Each Responsible Person shall exercise care not to disclose confidential information
acquired in connection with such status or information the disclosure of which might be
adverse to the interests of (your church name goes here). Furthermore, a Responsible
Person shall not disclose or use information relating to the business of (your church
name goes here) for the personal profit or advantage of the Responsible Person or a
Family Member.

5. Review of policy.

1. Each new Responsible Person shall be required to review a copy of this policy and
to acknowledge in writing that he or she has done so.
2. Each Responsible Person shall annually complete a disclosure form identifying
any relationships, positions or circumstances in which the Responsible Person is
involved that he or she believes could contribute to a Conflict of Interest arising.
Such relationships, positions or circumstances might include service as a Trustee
of or consultant to a (your church name goes here), or ownership of a business
that might provide goods or services to (your church name goes here). Any such
information regarding business interests of a Responsible Person or a Family
Member shall be treated as confidential and shall generally be made available
only to the Chair, the President, and any committee appointed to address
Conflicts of Interest, except to the extent additional disclosure is necessary in
connection with the implementation of this Policy.
3. This policy shall be reviewed annually by each member of the Board of Directors.
This policy shall be a vital part of the training of each new board member elected
by the church. Any changes to the policy shall be communicated immediately to
all Responsible Persons.

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