ARTICLE I

Name, Form and Place of Worship

SECTION 1. Name. The corporate name and style of the religious corporation (the "Religious Corporation") shall be "The Vestry of Saint James' Parish, Baltimore County, Maryland", as the same was first formally established in Monkton, Baltimore County, Maryland. in 1750, as a Parish of the Church of England (later the Episcopal Church in the Diocese of Maryland), and as subsequently incorporated under and by virtue of Chapter 24 of the Acts of the General Assembly of Maryland of 1798, generally referred to as the Vestry Act of 1798.

SECTION 2. Form of Worship. The Religious Corporation is established as a Parish of the Protestant Episcopal Church in the United States of America, otherwise known as The Episcopal Church (the "Episcopal Church"), and of the Episcopal Diocese of Maryland; and the Religious Corporation, its Rector and Vestry shall at all times adhere to and observe the doctrine, worship and discipline of the same. as set forth in its creeds, articles, liturgy, constitution and canons. The Religious Corporation shall at all times be subject to the spiritual jurisdiction and authority of the Bishop of the Episcopal Church of the Diocese of Maryland.

SECTION 3. Principal Place of worship. The principal place of worship of the Religious Corporation shall be Saint James Church, Monkton, Maryland, The principal place of worship, or any other place of worship so established by the Religious Corporation, shall be referred to herein as "the Church".

SECTION 2. Other Places of Worship. The Religious Corporation may also have a place or places of worship as the purposes of the Religious Corporation may require, and the Vestry may from time to time appoint.

ARTICLE II

Members

SECTION 1. Classification of Members.

A. Members. All persons who have received the Sacrament of Holy Baptism with water in the Name of the Father, and of the Son, and of the Holy Spirit, whether in the Episcopal Church or in another Christian Church, and whose Baptisms have been duly recorded in the Register of the Religious Corporation, are Members of the Religious Corporation.

B. Adult Members. Members sixteen years of age and over are to be considered Adult Members.

C. Confirmed Members Any Member who has received the laying on of hands by a Bishop of the Episcopal Church in Confirmation or Reception is to be considered as both baptized and confirmed; and any Member who received the laying on of hands at Confirmation (by any Bishop in apostolic succession) and is received into the Episcopal Church by a Bishop of the Episcopal Church is to be considered as both baptized and confirmed.

D. Communicant Members All Members who have received Holy Communion in the Church at least three times during the preceding year are to be considered Communicant Members of the Church.

E. Communicant Members in Good Standing All Adult Members who are also Communicant Members and who; for the previous year, have been faithful in corporate worship, unless for good cause prevented. and have been faithful in working, praying, and giving for the spread of the Kingdom of God, and who contribute to the operating budget of the Religious Corporation, are to be considered Communicant Members in Good Standing.

SECTION 2. Transferal of Membership.

A. Except as may otherwise be provided in the Canons of the Episcopal Church and of the Diocese of Maryland, a member of the Episcopal Church or other Christian Church removing from the congregation in which that person's membership is recorded and desiring to become a Member shall procure a certificate of membership indicating that that person is recorded as a member (or adult member) of the Episcopal Church or other Christian Church and whether or not such a member: (i) is a communicant in such church; (ii) is recorded as being in good standing in such church; and (iii) has been confirmed or received by a Bishop of the Episcopal Church or a Bishop in communion with the Episcopal Church.

B. The Rector or Warden to which such certificate is surrendered shall record in the Parish Register of the Religious Corporation the information contained on the presented certificate of membership. If a member of the Episcopal Church, not having such a certificate, desires to become a Member, that person shall be directed by the Rector or Warden to procure a certificate from the former congregation, although on failure to produce such a certificate through no fault of the person applying, appropriate entry may be made in the Parish Register upon the evidence of membership status sufficient in the judgment of the Rector or Warden.

C. Any communicant of any Christian Church in communion with the Episcopal Church shall be entitled to the benefit of this section so far as the same can be made applicable.

SECTION 3. Annual Meeting. The annual meeting of the Members of the Religious Corporation shall be held on the second Sunday next following Easter Day of each year, for the purpose of electing Vestry Members to succeed those whose terms expires as of the Day of Pentecost next following such annual meeting; and for the transaction of such other corporate business as may come before the meeting.

SECTION 4. Special Meetings. Special meetings of the Members may be called at any time for any purpose or purposes by The Rector and the Wardens, or by a majority of the Vestry, but shall be called forthwith upon the request in writing of a majority of all the Communicant Members in Good Standing. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of Members shall be confined to the purpose or purposes stated in the notice of the meeting;

SECTION 5. Place of Holding Meetings. All meetings of Members shall be held at the Church or elsewhere in the Diocese of Maryland as designated by the Vestry.

SECTION 6. Notice of Meetings. Written notice of such meetings of the Members shall be given by announcement at liturgies of the Church on at least two successive Sundays immediately preceding the date of the meeting, and by publication in the Sunday Bulletin and in the monthly Parish Newsletter, if there is such a bulletin or newsletter, or in either such publication, in not less than one issue immediately preceding the meeting. Any such announcement or publication shall state the place, day and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

SECTION 7. Quorum. The presence in person of twelve Communicant Members in Good Standing of the Religious Corporation shall constitute a quorum at all meetings of the Members except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vole of the Communicant Members in Good Standing then present in person, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 8. Conduct of Meetings. Meetings of the Members shall be presided over by the Rector or, if the Rector is not present, by the Senior Warden or, if the Senior Warden is not present, by the Junior Warden or. if the Junior Warden is not present, by a Vestry Member elected by a majority of the Vestry Members present or. if no Vestry Members are present, by a chairman to be elected at the meeting. The presiding chairman shall appoint a person as Secretary of the meeting to record all proceedings in the Vestry Minute Book.

SECTION 9. Voting.

A. At all meetings of Members, every Communicant Member in Good Standing present in person shall have one (1) vote. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these By-Laws.

B. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) of all of the Communicant Members in Good Standing present in person on such election or matter. In either of such events, the ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chairman of the meeting.

ARTICLE III

The Vestry

SECTION 1. General Powers.

A. The property and business of the Religious Corporation shall be managed under the direction of the Vestry of the Religious Corporation (the "Vestry"), which shall exercise all powers permitted under the Maryland Corporation law. Except as provided by the law of the State or of the Canons of the Episcopal Church and of the Diocese of Maryland, the Vestry shall be the agent and legal representative of the Religious Corporation in all matters concerning its corporate property and the relations of the Members to its Clergy,

B. The Vestry may, from time to time, appoint or employ such persons in such capacities as the Vestry may consider necessary to assist in the proper conduct of the activities and management of the Religious Corporation. The terms and conditions of any such appointment shall be at the discretion of the Vestry.

SECTION 2. Number, Classification and Term of Office. The Vestry of the Religious Corporation shall consist of the Rector, twelve (12) Members chosen from among those eligible; and, in addition, the Senior Warden, the Junior Warden, the Treasurer, the Registrar, and the President of the Board of Trustees of Saint James Academy, if any one or more of such officers is not then also one of the twelve Vestry Members regularly so chosen. The twelve Vestry Members regularly chosen from among those eligible shall be divided into three equal classes, each consisting of four (4) Vestry Members. The Vestry Members of each such class shall serve for a period of three (3) years. Such classes shall be staggered so that the term of office of one class of Vestry Members expires in each year. The ex-officio members above shall be entitled to voice and vote.

SECTION 3. Qualification, Nomination and Election of Vestry Members.

A. Communicant Members in Good Standing who are also Confirmed Members shall be eligible to serve on the Vestry.

B. No Member may be elected to the Vestry for two consecutive three-year terms.

C. On or before the second Sunday of Lent in each year, the Rector shall, by suitable announcement or publication to the Members, declare the number of vacancies on the Vestry to be filled at the annual meeting next following, and request nominations from the Members for the filling of those vacancies. Any Member may be nominated by any Member to so serve. Any Member wishing to make one or more nominations of Members to fill the expired terms of existing Vestry Members shall do so in writing to the Rector. The Rector shall compare the list of nominees so received with information contained in the Parish Register and the records of the Religious Corporation in order to confirm the eligibility of each nominee to so serve.

D. The Rector shall promptly notify each eligible nominee and shall request the attendance of such nominee at a meeting of all of eligible nominees, which shall be held for the purposes of assisting each nominee in examining the nature of the calling to Vestry service and assisting each nominee in discerning whether to accept the call to Vestry service. Such meeting shall be held not earlier than the Fifth Sunday of Lent nor later than the Saturday next following Easter Day. The date, time and place of such meeting shall be established by the Rector and Wardens. Nominations shall not be received by the Rector after the date of such meeting. Attendance at such meeting shall be a prerequisite to eligibility for election to the Vestry at the next annual meeting of the Religious Corporation.

E. Eligible Members having attended the discernment meeting and continuing to desire to accept the call to Vestry service shall form the slate of candidates for succession to the Vestry. The Rector shall present such slate to the Members of the Religious Corporation by suitable announcement or publication to the Members promptly following the discernment meeting, and in any event by announcement at worship in the Church on the Sunday immediately preceding the date of the annual meeting or special meeting at which election of Vestry Members shall take place.

F. If the slate of eligible Members exceeds the number of Vestry Members whose terms are expiring then eligible Members shall be elected to succeed the Vestry Members whose terms are expiring in the order of the number of votes received by each candidate.

G. If the slate of eligible Members is less than the number of Vestry Members whose terms are expiring then after all eligible Members shall be elected to succeed the Vestry Members whose terms are expiring, the Vestry may appoint additional eligible Members as Vestry Members to fill the remaining vacancies, in the manner prescribed in Article III. Section 5-A. In such case the Vestry Member or Vestry Members so appointed shall be deemed to have been elected for purposes of Article 111, Section 3.B.

SECTION 4. Commencement of Term of Vestry Service. The terms of Vestry Members shall commence on the Day of Pentecost next following their election at the annual meeting, and shall expire on the Day of Pentecost of the third year next following the date of their election.

SECTION 5. Filling of Vacancies.

A. In the case of any vacancy in the Vestry through death, resignation, disqualification, removal or other cause, the remaining Vestry Members, by affirmative vote of the majority thereof, may elect a successor to hold office for the un-expired portion of the term of the Vestry Member whose place shall be vacant. and until the election of his successor or until he shall be removed, prior thereto.

B. Any Vestry Member other than the Rector may be removed from office with or without cause by the affirmative vote of a majority of the Communicant Members in Good Standing present at any special meeting of Members called for the purpose of such removal.

SECTION 6. Place of meeting. The Vestry may hold their meetings and have one or more offices, and keep the books of the Religious Corporation, within the Diocese of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the Vestry Members. The Vestry may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland Corporation law.

SECTION 7. Regular Meetings. Regular meetings of the Vestry may be held without notice at such time and place as shall from time to time be determined by resolution of the Vestry, provided that notice of every resolution of the Vestry fixing or changing the time or place for the holding of regular meetings of the Vestry, shall be mailed to each Vestry Member at least three (3) days before the first meeting held pursuant thereto. Any business may be transacted at any regular meeting of the Vestry. At each meeting, minutes shall be kept in the Parish Register by the Registrar or, in the absence of the Registrar, by someone appointed by the Rector.

SECTION 8. Annual Organizational Meeting. The annual organizational meeting of the Vestry shall be held on the first regular meeting of the Vestry next following the annual meeting of Members, at which a Vestry is elected, or at such other date between the annual meeting and the Day of Pentecost as the Rector and Wardens shall determine. Vestry Members-elect shall attend such meeting for the purpose of casting votes for election of officers of the Vestry, unless such elections have been made prior to that meeting. If the annual organizational meeting of the Vestry is to be held other than on the first regular meeting of the Vestry next following the annual meeting of Members then the Rector shall cause notice of the date, time and place of the meeting to be given to all Vestry Members and Vestry Members-elect at least three (3) days prior to the meeting. At each meeting, minutes shall be kept in the Parish Register by the Registrar or, in the absence of the Registrar, by someone appointed by the Rector.

SECTION 9. Special Meetings. Special meetings of the Vestry shall be held whenever called by the Rector, the Senior Warden or any four (4) or more Members of the Vestry. The Rector or Senior Warden shall cause notice of each special meeting of Vestry Members to be given by mailing the same at least three (3) days prior to the meeting or by telephoning the same at least two (2) days before the meeting, to each Vestry Member, but such notice may be waived by any Vestry Member. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every Vestry Member shall be present, even though without notice, any business may be transacted and any Vestry Member may in writing waive notice of the time, place and objectives of any special meeting. At each meeting, minutes shall be kept in the Parish Register by the Registrar or, in the absence of the Registrar, by someone appointed by the Rector.

SECTION 10. Quorum. A majority of all Vestry Members shall constitute a quorum for the transaction of business at all meetings of the Vestry, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the Vestry Member; present at any meeting at which there is a quorum shall be the act of the Vestry except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these By-Laws.

SECTION 11. Required Vote. An affirmative vote of a majority of those present in person at all meetings of the Vestry and entitled to vote shall be necessary for the passage of any resolution;

SECTION 12. Compensation of Vestry Members. Vestry Members shall not receive any salary for their service.

SECTION 13. Administrative Committee. The Administrative Committee of the Vestry shall consist of the Rector, the Senior Warden, the Junior Warden, the Registrar, and the Treasurer. The Administrative Committee shall have and may exercise such the powers and duties as may be determined from time to time by resolution adopted by the Vestry

SECTION 14. Audit Committee. The Audit Committee of the Vestry shall be appointed annually by the Administrative Committee. The Audit Committee shall not include members or officers of the Vestry and shall be charged performing an internal inspection of the books and records of the Religious Corporation in each year or, when in their or the Vestry's judgment it is needed, recommend a firm to do a more formal audit.

SECTION 15. Compensation Committee. The Compensation Committee of the Vestry shall consist of the Senior Warden, the Treasurer and two members of the Vestry to be appointed by the Senior Warden. The Compensation Committee shall be charged, in each year, with (i) evaluating the compensation to be paid to the Rector for the year next following, and presenting that evaluation and a compensation recommendation to the Vestry for approval; and (ii) evaluating the Rector's recommendations respecting the compensation to be paid to assistant clergy and lay staff members of the Religious Corporation for the year next following and presenting that evaluation and recommendation to the Vestry for approval, disapproval, or approval with modifications.

SECTION 16. Other Committees. The Vestry may, by resolution passed by a majority of the whole Vestry, designate one or more committees, each committee to consist of two or more of the Vestry Members of the Religious Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Vestry. Such committee or committees shall have such names and duties as may be determined from time to time by resolution adopted by the Vestry.

SECTION 17. Other Clergy. Assistant Clergy on the staff of the Religious Corporation and called by the Rector to act as assistant to the Rector shall be permitted to attend meetings of the Vestry and to speak on matters coming before the body. but shall have no vote.

ARTICLE IV

Officers of the Vestry

SECTION 1. Officers: Election, Tenure.

A. The officers of the Religious Corporation shall be a President, a Senior Warden, a Junior Warden, a Registrar, and a Treasurer; and also such other assistants to the foregoing officers as the Vestry from time to time may consider necessary for the proper conduct of the business of the Religious Corporation.

B. The Wardens, the Registrar and the Treasurer shall be elected annually by the Vestry at a regular meeting of the Vestry or a special meeting called for this purpose. This shall take place in March unless another time is appointed by the Rector and Vestry. The Wardens, the Registrar and the Treasurer shall be Communicant Members in Good Standing who are also Confirmed Members and may be, but need not be, one of the twelve Vestry Members elected by the Members or appointed by the Vestry to serve all or part of a three-year term. Any two or more of the above officers, except those of President and Senior Warden, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-laws to be executed, acknowledged or verified by any two or more officers. No officer of the Religious Corporation shall receive any salary for services as such.

C. In the event that any office, other than an office required by law, shall not be filled by the Vestry, or, once filled, subsequently becomes vacant, then such office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.

D. All officers and agents of the Religious Corporation other than the Rector shall be subject to removal at any time by the affirmative vote of a majority of the whole Vestry; and all officers, agents, and employees, other than the Rector shall hold office at the discretion of the Vestry or of the officers appointing them.

SECTION 2. The Rector. The Rector shall perform such duties and shall have such powers as may be prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law. The Rector shall be the President and chief executive officer of the Religious Corporation and shall have general charge and control of all its business affairs and properties. The Rector shall preside at all meetings of the Members. The Rector shall preside at all meetings of the Vestry but shall not vote unless the Vestry be equally divided. The Rector may sign and execute all authorized bonds, contracts or other obligations in the name of the Religious Corporation; and shall be ex-officio a member of all standing committees.

SECTION 3. The Senior Warden. The Senior Warden shall perform such duties and shall have such powers as may be prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law. The Senior Warden shall be the Vice President of the Religious Corporation, shall serve as lay consultant and advisor to the Rector and shall perform such other duties as may be assigned to the Senior Warden by the Rector and the Vestry. The Senior Warden shall be the senior lay officer of the Religious Corporation. In the absence of the Rector the Senior Warden shall preside at all meetings of Members and of the Vestry.

SECTION 4. The Junior Warden. The Junior Warden shall perform such duties and shall have such powers as may be prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law. The Junior Warden shall have general responsibility for the supervision and maintenance of all property of the Religious Corporation, real and personal (other than cash and securities) and shall perform such other duties as may be assigned to the Junior Warden by the Rector and Vestry. In the absence of the Rector and the Senior Warden, the Junior Warden shall preside at all meetings of Members and of the Vestry.

SECTION 5. Registrar. The Registrar shall perform such duties and shall have such powers as may be prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law. The Registrar shall give, or cause to be given, notice of all meetings of Members and Vestry Members and all other notices required by law or by these By-Laws, and if the Registrar is absent or refuses or neglects to do so, any such notice may be given by any person thereunto directed by the Rector, or by the Members or Vestry Members upon whose written request the meeting is called as provided in these By-Laws. The Registrar shall record all the proceedings of the meetings of the Members and of the Vestry Members in books provided for that purpose, and shall perform such other duties as may be assigned to the Registrar by the Vestry or the Rector The Registrar shall have custody of the seal of the Religious Corporation and shall affix the same to all instruments requiring it, when authorized by the Vestry or the Rector, and attest the same. In general, the Registrar shall perform all the duties generally incident to the office of Registrar, subject to the control of the Vestry and the Rector.

SECTION 6. Treasurer. The Treasurer shall perform such duties and shall have such powers as may be prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law. The Treasurer shall have custody of all the funds and securities of the Religious Corporation, and shall keep full and accurate account of receipts and disbursements in books belonging to the Religious Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Religious Corporation in such depository or depositories as may be designated by the Vestry; The Treasurer shall disburse the funds of the Religious Corporation as may be ordered by the Vestry, taking proper vouchers for such disbursements; The Treasurer shall render to the Rector and the Vestry, whenever either of them so requests, an account of all transactions as Treasurer and of the financial condition of the Religious Corporation. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Vestry and the Rector.

ARTICLE V

Corporate Seal

SECTION 1. Seal. The corporate seal of the Religious Corporation shall be circular in form and shall have inscribed thereon the name of the Religious Corporation.

ARTICLE VI

Bank Accounts and Loans

SECTION 1. Bank accounts. Such officers or agents of the Religious Corporation us from time to time shall be designated by the Vestry shall, consistently with the terms and conditions prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law, have authority to deposit any funds of the Religious Corporation in such banks or trust companies as shall from time to time be designated by the Vestry and such officers or agents as from time to time shall be authorized by the Vestry may withdraw any or all of the funds of the Religious Corporation so deposited in any such bank or trust company; upon checks. drafts or other instruments or orders for the payment of money; drawn against the account or in the name or behalf of the Religious Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Religious Corporation are so deposited is authorized to accept, honor, cash and pay without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Vestry until written notice of the revocation of the authority of such officers or agents by the Vestry shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Religious Corporation are deposited, the signature of the officers or agents of the Religious Corporation so authorized to draw against the same. If the Vestry fails to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the Rector or a Warden and countersigned by the Registrar or Treasurer.

SECTION 2. Loans. Such officers or agents of this Religious Corporation as from time lo time shall be designated by the Vestry shall, consistently with the terms and conditions prescribed by the Canons of the Episcopal Church and of the Diocese of Maryland and as may not be inconsistent with law, have authority to effect loans, advances or other forms of credit at any time or times for the Religious Corporation from such banks, trust companies, institutions, Religious Corporations, firms or persons as the Board or Vestry Members, shall from lime to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign. transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any lime held by the Religious Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Religious Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, Religious Corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Religious Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution. Religious Corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution. Religious Corporation, firm or person is authorized to reply upon such certification until written notice of the revocation by the Vestry of the authority of such officers or agents shall be delivered to such bank. trust company, institution, Religious Corporation, firm or person.

ARTICLE VII

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Religious Corporation shall end on the last day of December.

SECTION 2. Notices Whenever, under the provisions of these By-Laws, notice is required to be given to any Vestry Member, officer or Member it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member officer or Vestry Member at such address as appears on the books of the Religious Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Whenever, under the provisions of these By-Laws, notice is required to be given to any Vestry Member or officer notice may be effected alternatively by electronic mail transmission to the electronic mail address for such Vestry Member or officer on file with the Registrar, and such notice shall be deemed to be given at the time the transmission was made. Any Member, Vestry Member or officer may waive any notice required to be given under these By-Laws.

ARTICLE VIII

Amendments

SECTION 1. Amendment of By-Laws The Vestry shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws.

ARTICLE IX

Indemnification

SECTION 1. Definitions. As used in this Article IX, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the "Indemnification Section") shall have the same meaning as provided in the Indemnification Section.

SECTION 2. Indemnification of Vestry Members and Officers. The Religious Corporation shall indemnify and advance expenses to a Vestry Member or officer of the Religious Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section;

SECTION 3. Indemnification of Employees and Agents, With respect to an employee or agent, other than a Vestry Member or officer of the Religious Corporation, the Religious Corporation may, as determined by the Vestry of the Religious Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

amended and in effect from 7/9/99
amended and in effect from 4/9/02