Letter to Congregation | Bylaws | Articles | Resolution

ARTICLES OF RESTATEMENT
FOR
COMMUNITY CHURCH OF JOY,
an Arizona nonprofit corporation

1. The name of the Company is Community Church of Joy.
2. Attached hereto as Exhibit A is a copy of the Articles of Incorporation of the Company fully restated to include all amendments through the date of filing of this document.
3. The Company had only one class of members under the existing Articles. The Members entitled to vote approved the attached Restated Articles at a congregational meeting held on September 26, 2010.
4. The board of directors of the Company adopted the attached “Restated Articles of Incorporation” on the 26th day of September, 2010 to supersede and replace all prior articles of incorporation and all prior amendments to them.
5. No other person is required to approve this Restatement.

COMMUNITY CHURCH OF JOY,
an Arizona nonprofit corporation

By (Left Unsigned until Vote)
Its President

Exhibit A

RESTATED
ARTICLES OF INCORPORATION
OF
COMMUNITY CHURCH OF JOY

The undersigned, having associated ourselves together to form a nonprofit corporation under and by virtue of the laws of the State of Arizona, do hereby adopt these Restated Articles of Incorporation to be legally binding October 1, 2010:

1. Name and Principal Place of Business. The name of the Company is Community Church of Joy (the “Company”). Its principal place of business is 21000 North 75th Avenue, Glendale Arizona 85308.

2. Purpose and Character of Initial Affairs

2.1 Purpose: This Company is organized, and at all times shall be operated exclusively as a “Charitable Organization, for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(3) under the applicable provisions of the United States Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law) and its regulations (as they now exist or may hereafter be amended) (collectively, the “Code”). Any activity which is inconsistent with the designation as a Charitable Organization is prohibited and is void ab initio.
2.2 Character of Affairs: The character of the affairs which the Corporation initially intends to conduct as a Charitable Organization is a Christian church to unite together to preach the Word, administer the sacraments, and carry out God's mission, in the name of the Father and of the Son and of the Holy Spirit.

3. Board of Directors. The names and addresses of the current Directors and officers are:

For the purposes of Arizona corporate law, the phrases “Board,” “Elders” and “Board of Elders” refer to the “Directors,” or “Board of Directors,” of the Company, as the case may be.

4. Members. The Company will not have “Members” as that term is defined in A.R.S. §§10-3140(37) and (38). However, “Congregational Members” may be defined and allowed by the Bylaws of the Company or as provided by action of the Board of Directors from time to time having only those rights and privileges as defined therein.

5. Limitation on Director Liability. To the fullest extent that the laws of the State of Arizona, as they now exists or as they may hereafter be amended, permit the elimination of or limitation on the liability of Directors, no Director of the Company shall be liable for monetary damages for any action taken or for any failure to take any action on behalf of the Company. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of the Company existing at the time of repeal or modification. For purposes of this Article, “Director” includes a person who serves on a board or council of the Company in an advisory capacity.

6. Exempt Organization.

6.1. This Company is organized not for pecuniary profit, is not a moneyed corporation (as defined by the United States Bankruptcy Code) and it shall not have the power or authority to issue shares of stock or to declare or pay dividends. No part of the net earnings or assets of the Company shall inure to the benefit of, or be distributable to, its Directors, officers or other private persons, except that the Company shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Restated Articles of Incorporation.
6.2 No substantial part of the activities of the Company shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Company shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
6.3 Notwithstanding any other provision of these Restated Articles, the Company shall not conduct or carry on any activities not permitted to be conducted or carried on (a) by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) and its regulations (as they now exist or may hereafter be amended) or (b) an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) and its regulations (as they now exist or may hereafter be amended).

7. Private Foundation. Notwithstanding any other provision of these Restated Articles, if the Company becomes a private foundation, as defined in Section 509 of the Internal Revenue Code of 1986, as amended, while it is a private foundation, the Company:

7.1 shall not engage in any act of self-dealing as defined in Section 4941(d);
7.2 shall distribute its income for each taxable year at a time and in a manner as not to become subject to the tax on undistributed income imposed by Section 4942;
7.3 shall not retain any excess business holdings as defined in Section 4943(c);
7.4 shall not make any investments in such manner as to subject it to tax under Section 4944; and
7.5 shall not make any taxable expenditures as defined in Section 4945(d).

8. Distribution of Assets.

8.1 In the event of dissolution or final liquidation of the Company, neither the property of the Company nor any proceeds thereof shall be distributed or divided among any of the Directors, employees or officers of the Company or inure to the benefit of any individual.
8.2 Upon the dissolution of the Company, assets shall be distributed to these Organization(s), if: (a) they are then existing, and (b) they are a charitable organization:

8.2.1 Lutheran Congregations in Mission for Christ (LCMC)

8.3 The Assets shall be used for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
8.4 If the LCMC does not meet these requirements, then upon the winding up and dissolution of the Company, after paying or adequately providing for the debts and obligations of the Company, the remaining assets shall be distributed in order of priority:

8.4.1 First, to one or more nonprofit companies licensed to do business in Arizona which is (i) organized and operated for charitable purposes under tax exempt status under Section 501(c)(3) of the Internal Revenue Code; (ii) which adhere to the Statement of Faith attached as Exhibit 1; and, (iii) which seeks to fulfill the same or substantially similar purposes of the Company.
8.4.2 Next, in the unlikely event a qualifying organization cannot be found under these provisions, then the remaining assets shall be distributed to any nonprofit organization which is licensed to do business in Arizona and which is organized and operated for charitable purposes as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code.
8.4.3 Finally, if none of the forgoing can be accomplished, then the assets shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the court having proper jurisdiction in the county where the principal office of the Company is then located, exclusively to an organization or organizations, as the court determines, which are organized and operated exclusively for those purposes.

9. Directors. The Bylaws shall specify the number of Directors. Despite expiration of a Director’s term, a Director shall continue to hold office until that Director’s successor is elected, designated or appointed and qualified.

10. Statutory Agent. The name and address of the new statutory agent of the Company is Robert Erven Brown, p.a., 4535 E. Hearn Rd., Phoenix, AZ 85032-5552.

IN WITNESS WHEREOF, I signed these Restated Articles this ______ day of ___________, 2010.

COMMUNITY CHURCH OF JOY,
an Arizona nonprofit corporation

By (left unsigned until vote)
Its President

ACCEPTANCE BY STATUTORY AGENT
I hereby accept appointment as statutory agent for service of process for the Company at the address listed above.

(left unsigned until vote)
Robert Erven Brown, Esq.
Robert Erven Brown, p.a.
4535 E. Hearn Rd.
Phoenix, AZ 85032-5552

Exhibit 1
STATEMENT OF FAITH

We believe in the Triune God - God the Father, God the Son and God the Holy Spirit. We acknowledge one God in these three persons.

We believe that God the Father created the universe. He is loving, compassionate, just and kind. His deepest desire is to live in an intimate relationship with all people.

We believe that, because of His desire to live in a relationship with us, God became a human being. Jesus Christ, born of a virgin, is fully God and fully man. Through His death and resurrection, Jesus made it possible for all people to live in a relationship with God. We believe that Jesus Christ is the Way, the Truth, and the Life. Through Him and Him alone can people enter into a relationship with God.

We believe that the Holy Spirit is the presence of Jesus Christ among us. Through Him God loves us, empowers us and lives in us. The Spirit gives gifts to all believers. We believe in all the gifts of the Spirit and encourage their use.

We believe that the Bible is the Word of God. Through it, God reveals Himself to us. The entire Bible is God-breathed and God-inspired. The Old and New Testaments are the norm and guide upon which we base our faith.

We believe that the church, be it a local congregation or the worldwide fellowship of believers, is the body of Christ. As His Body, we are called to worship Him, serve Him and be the vehicle through which the Good News in its fullness is shared with the world.

We affirm and identify with the confessions of the Lutheran Church. We affirm the centrality of grace alone, faith alone, and Word alone.

We believe in and practice the Sacraments of Baptism and Holy Communion. We believe that through the waters of Baptism, God comes to us to adopt us as His children. Through Baptism, God gives the gift of new life. We affirm the baptism of infants.

We believe that through the Lord's Supper, God comes to love us and forgive us. It is a meal of renewal. Jesus is really present in the meal.

We believe in the worth and value of the human being. Created in God's image, humans have dignity. Their worth is dependent not on accomplishments, but on God's love. Because God sees humanity as worth dying for, we affirm and acknowledge the dignity of humans.

At the same time we acknowledge that humanity is separated from God because of sin. We joyfully proclaim the Good News that because of Jesus Christ, forgiveness is a possibility. It is that forgiveness that restores fallen humanity's worth.

We believe in and anticipate the return of Jesus Christ. Though we don't know the day or hour, we joyfully proclaim His soon return to inspire all people to make the most of life today.