CONSTITUTION AND BY-LAWS

ARTICLE I NAME

The name of the non-profit organization is ARK OF HIS PRESENCE, which is a non-profit Church/Ministry public charity, EIN 93-1369840

ARTICLE II PURPOSE

ARK OF HIS PRESENCE is a Church or Ministry under Internal Revenue Code 508(c)(1)(A), which is totally exempt from taxation, and specifically exempted from having to file under the Internal Revenue Code 501(c)(3), and is not required to submit IRS Form 1023 to be a non-profit religious public charity. The mission and purpose of ARK OF HIS PRESENCE is to evangelize
the unsaved, teach the word of God to Believers, seek first the Kingdom of God and His righteousness, and train and send Believers out as ministers.

ARTICLE III SENIOR MINISTER AND BOARD OF ADVISORS OF ARK OF HIS PRESENCE

A. GENERAL MINISTRY AND OPERATIONAL POWERS   The business and affairs of the ministry known as ARK OF HIS PRESENCE (hereinafter referred to by name or just Ministry or Church) shall be operated, conducted and managed, and all ministry authority and powers shall be exercised, by or under the direction of the Founder and Senior Minister Michael Shelton (hereinafter referred to as Senior Minister), along with a Board of Advisors which the Senior Minister may appoint at his or her sole discretion to aid him or her in his or her duties in ministry.  

B. SPECIFIC AUTHORITIES AND POWERS   Without prejudice to these general authorities and powers, and subject to the same limitations, the Senior Minister shall have the sole power to:   1. On terms and conditions established by the Senior Minister as he or she determines as wise, the Senior Minister shall have all authority and power to conduct all business of the Church/Ministry, open up any and all bank accounts, perform all church duties, employ all employees, Advisors, and Ministers, supervise all people, dismiss all employees, Advisors, or Ministers, manage all assets, make all financial decisions, and do all things necessary for the successful operation of the Church/Ministry. The Senior Minister shall have the sole power, both jointly and individually, to delegate his or her ministerial authority and power to whomever he or she chooses, which also includes the revocation at any time of any delegated authority and power granted to any person or entity. The Senior Minister shall have sole authority and power to establish and fix compensation of all employees, Advisors, agents, or Ministers, if any.  

2. The Senior Minister shall have authority to change the principal business office or place to conduct Church/Ministry services in the State of residence, or any other place in the world, from one location to another; cause the ministry to be qualified to do ministry in any other state, territory, dependency, county or country and conduct ministry or business within or outside the State of residence for the holding of any Board of Advisors meetings.  

3. The Senior Minister will be in charge of the day to day ministry operations of ARK OF HIS PRESENCE.
4. The Senior Minister shall have the sole authority and power of ordination of other Pastors and/or Ministers, Elders, and Deacons, or any other person working in this ministry, who shall serve at the Senior Minister’s sole discretion; and the Senior Minister shall always have the ultimate sole authority in the ministry.

5. The Senior Minister also shall have the power of appointment of the Board of Advisors, who shall serve at the Senior Minister’s sole discretion, and again, the Senior Minister shall always have the sole authority in the ministry.   6. The Senior Minister shall establish such guidelines and practices only as are in the strictest requirements of the Principles, Precepts, Truths, and Doctrines which are in the Word of God, which is commonly called in the Christian community, The Bible.  

C. NUMBER OF ADVISORS   The maximum authorized number of Advisors shall be in the sole discretion of the Senior Minister.  

ARTICLE IV MEETINGS OF BOARD OF ADVISORS  

A. PLACE OF MEETING   In the event the Senior Minister elects a Board of Advisors, then the meetings of the Board of Advisors shall be held at any place within or outside the State of California designated by the Senior Minister. In the absence of any such designation by the Senior Minister, the Board of Advisors' meetings shall be held at the principal executive office of the ministry or at the physical location where the ministry services are conducted, whichever is more convenient.        

B. FREQUENCY OF MEETINGS   Meetings of the Board of Advisors shall be held at times by the sole discretion of the Senior Minister.    

C. SPECIAL MEETING   A special meeting of the Board of Advisors may be called at any time by the Senior Minister.  

D. NOTICE OF MEETINGS   There shall be no formal Notice of meetings of Board of Advisors required. Notice of meetings of the Board of Advisors may be sent by the Senior Minister either in writing or verbal by telephone, email, or text. Also, the agenda for the meeting shall be established by the Senior Minister, and the Senior Minister shall have the power and discretion to bring up any topic at the Board of Advisors meeting.

E. QUORUM   A majority of the then appointed Board of Advisors shall constitute a quorum for the transaction of ministry and business at a meeting of the Board of Advisors, except that no meeting can be held without the Senior Minister present.
Likewise, no ministry or business shall be considered by the Board of Advisors at any meeting at which a quorum is not present. All votes and decisions by the Board of Advisors are advisory to the Senior Minister, but the Senior Minister is not obliged to follow the advice of the Board of Advisors.  

F. VOTING   Persons eligible to vote at the meeting of the Board of Advisors shall be current Board of Advisors members. The issues or resolutions to be voted upon shall be established by the Senior Minister, and all decisions of the Board of Advisers shall be agreed by the Senior Minister. Thus, the Senior Minister shall have sole veto power over any advisory decision by the Board of Advisors.  

G. MAJORITY ACTION AS BOARD OF ADVISORS ACTION   Every act and decision done or made by a majority of the Advisors present at a meeting duly held at which a quorum is present, along with the consent of the Senior Minister, is an act of the Board of Advisors.  

H. EMERGENCY ACTION WITHOUT MEETING   At the discretion and call of the Senior Minister, if it is deemed impossible or impractical to call a special meeting, the Senior Minister may contact each member of the Board of Advisors by telephone, individually, but preferably by conference call, and the Advisors may conduct any ministry or business issue.

J. NO REMOVAL OF SENIOR MINISTER   The Senior Minister may not be removed from office. Any Advisor may be removed from office at any time by the Senior Minister, with or without cause, and especially if the Senior Minister believes that a particular is not furthering the goals, aims, mandates, purposes, or is otherwise causing disruption to the functioning of the ministry. An Advisor's attendance is expected at all regularly-scheduled meetings.  

L. NON-LIABILITY OF SENIOR MINISTER, EMPLOYEES AND ADVISORS   The Senior Minister, Advisors, other ministers, and employees shall not be personally liable for the debts, liabilities or other obligations of the ministry.  

M. INDEMNITY BY MINISTRY AND CORPORATION FOR LITIGATION EXPENSES OF SENIOR MINISTER, OTHER MINISTERS, EMPLOYEES, AND ADVISORS OF MINISTRY   Should any person be sued, either alone or with others, because he or she is or was a Senior Minister, other Minister, employee, or Advisor, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the ministry or by the ministry, indemnity for his or her reasonable expenses, including attorney's fees incurred in the defense of the proceeding, may be assessed against the ministry, its receiver, or its trustee, by the court in the same or a separate proceeding if (1) the person sued is successful in whole or in part, or the proceeding against him or her is settled with the approval of the court; and (2) the court finds that his or her conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney's fees, incurred in the defense of the proceeding as the court determines and finds reasonable.  

ARTICLE V DISPUTE RESOLUTION   The Senior Minister shall establish a Dispute Resolution Procedure to handle any disputes amongst the members of the ministry. To this end, such procedure shall be instituted according to Matthew 18 and similar Scriptures contained in the Bible.   In the event any dispute arises which shall constitute potential “litigation,” then the parties shall submit the persons and subject matter to binding arbitration or mediation through a Senior Pastor or other Senior Minister at a venue chosen by the Senior Minister to be adjudicated or mediated according to the terms and conditions of that organization. However, such “outside” organization is to be used as a “last resort” and cannot be utilized until the Biblical procedures in Matthew 18 are exhausted without resolution.   The Senior Minister may provide a written instruction to be given to members regarding the scriptural basis of Dispute Resolution.  

ARTICLE VI FISCAL YEAR   The fiscal year of the ministry shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December in each year (calendar year).  

ARTICLE VII CONSTITUTION AND BYLAWS   This Constitution and Bylaws shall become effective immediately on its adoption by the Senior Minister. Amendments to this Constitution and Bylaws shall become effective immediately on their adoption by the Senior Minister.  

CERTIFICATE OF SENIOR MINISTER  

I, as the undersigned, certify that I am the presently elected and acting Senior Minister of ARK OF HIS PRESENCE, and the above Constitution and Bylaws, consisting of six (6) pages (inclusive of the Statement of Faith), are the Constitution and Bylaws of this Ministry.   Dated: _____________ ________________________________

Michael Shelton, Senior Minister

STATEMENT OF FAITH

1. We believe the Bible is the inspired, infallible Word of God; and we believe that the gospel of the Kingdom of God is the proper gospel that Jesus and His disciples preached. 2 Timothy 3:16; Matthew 4:23; 24:14; Luke 9:2; 10:9; Acts 28: 23, 30-31.  

2. We believe there is an equal ministry for leading the unsaved to the Lord and also teaching Believers the word of God, so they can enjoy the spiritual reality of being in Christ as the Second Man, new Creatures in Christ, better citizens of the Kingdom of Heaven, obedient Kingdom spiritual Ambassadors, and dedicated Kingdom spiritual Soldiers for Christ. 2 Corinthians 15:47; 2 Corinthians 5:17; Philippians 3:20; 2 Corinthians 5:20; 2 Timothy 2: 3-4.  

3. We believe in the virgin birth of Jesus. Isaiah 7:14; Matthew 1:23; Luke 1:26-35.  

4. We believe that Jesus had two natures, both human and divine, that was distinguishable and not commingled; and we believe that Jesus’ humanity nature is the Ascended One while Jesus’ divine nature is God the Word that was manifested in the flesh and is the Present One here on earth. We believe that the Godhead indwell fully Jesus’ humanity nature and that Believers are the Temple of God. John 1:14; Colossians 2:9; 1 Timothy 3:16; 1 Corinthians 3:16; 2 Corinthians 6:16.  

5. We believe in the resurrection of Jesus from the dead. John 11:25-26; Acts 2:24; 4:10; 10:40; Romans 14:9.
6. We believe in the bodily ascension and return of Christ Jesus, and we believe in the resurrection of the dead in Christ of Believers. Matthew 24:3-42; Luke 21:7-24; 2 Thessalonians 2:3-4; 1 Thessalonians 4:13-17; 5:1-11; 1 Corinthians 15:50-57.  

7. We believe that when a sinner calls on the name of the Lord he is saved and that he receives a born again spirit that is perfect, sinless, righteous, and holy because it is from Jesus’ incorruptible Seed from His resurrected humanity Spirit, by the power of God the Word. We believe that Jesus’ resurrected humanity nature is the Believer’s spiritual Father of the Believer’s born again spirit, while Father God is the Believer’s Father by adoption. We believe that as a new creature in Christ, the Believer’s born again spirit is absolutely righteous, holy, and does not sin. We believe that the born again spirit, salvation, and eternal life are personal benefits of the gospel of the Kingdom and that there is no mention of the phrase “gospel of salvation” in the Bible. Romans 10:13; John 3:3; Isaiah 9:6; Romans 8:15; Hebrews 12:23; 1 Peter 1:23; 1 John 3:9; Ephesians 4:24; 2 Corinthians 5:17.  

8. We believe that once a person becomes a Believer, is born again, and thereby is a new creature in Christ, then he is delivered from the power of darkness and is translated into the Kingdom of God’s dear Son, Christ Jesus. We believe the new Believer is a citizen of heaven, becomes a member of God’s Ekklesia as Kingdom spiritual Ambassadors and Kingdom spiritual Soldiers. Colossians 1:13; Philippians 3:20; 2 Corinthians 5:20; 2 Timothy 2:3-4.

9. We believe in the necessity of cleansing, maturation, and transformation (Romans 12:2) of the Believer’s soul after initial salvation and receiving a new born again perfect, sinless spirit (1 Peter 1:23; Hebrews 12:23; 1 John 3:9; Ephesians 4:24; Colossians 3;10) to become useful humble citizens and ministers in the Kingdom of God. We believe that a Believer has to submit his soul to God the Father Who prunes away the branches yielding carnal fruit in the soul (John 15:2), submit to God the Word in the sanctifying and washing away the influence of the carnal flesh in the soul by the rhema word of God (Ephesians 5:26); and submit to God the Holy Spirit who mortifies the deeds of the carnal flesh in the soul to make room for God’s spiritual life in Christ in His Kingdom (Romans 8:13). Matthew 23:12; Ephesians 2:10; Philippians 2:12-13.  

10. We believe in the statement in Galatians 2:20 as a lifetime goal of ongoing spiritual transformation of the soul, which says, “I am crucified with Christ: nevertheless I live; yet not I, but Christ liveth in me: and the life which I now live in the flesh I live by the faith of the Son of God, who loved me, and gave Himself for me.”

11. We believe that Christianity is not a religion, but an intimate relationship with the King of kings, Christ Jesus (John 7:23; Philippians 3:10). We believe that the Church is not a building, as we believe that the Church is the plurality of Believers as a chosen generation, a royal priesthood, as citizens of God’s holy kingdom nation, a peculiar people; and we continuously praise God Who hath called us out of darkness into His marvelous light. John 7:23; 1 Peter 2:9.
12. We believe that as the soul is transformed from carnality to spirituality in Christ (Romans 8:6; 12:2), then the Believer’s soul can put on the New Man (born again spirit) of true righteousness and absolute holiness for the soul and body’s consecration and sanctification. Romans 12:1-2; Ephesians 4:24; Colossians 3:10.

13. We believe in water baptism as a covenant blessing, but that water baptism is not necessary for initial salvation. Matthew 28:19; Mark 16:16; Luke 23:40-43; Acts 10:46-48; Romans 6:3-4; Galatians 3:27; Ephesians 5:26; Colossians 2:12

14. We believe in the baptism of the Holy Spirit. Matthew 3:11; Luke 11:8; Acts 1:8; 2:1-4, 17-18; Acts 10:46- 48; 1 Corinthians 12:12-28, 39; Galatians 3:2

15. We believe in the Gifts of God the Father, Romans 12:6-8; Gifts of God the Word/Son, Ephesians 4:11; and the gifts of God the Holy Spirit, 1 Corinthians 12:8-10 are operating today in the Body of Christ.

16. We believe in the taking of Communion regularly. 1 Corinthians 11:24-34.

17. We believe in the existence of hell and infernal punishment in the Lake of Fire for unbelievers and the kingdom of darkness. 1 Samuel 22:6; Matthew 5:29; Revelation 20:15.  

18. We believe in the free-will offerings that are done not by compulsion, but cheerfully. 2 Corinthians 9:6-12.  

19. We believe in the spiritual guidelines for leadership and ordination as outlined in 1Timothy 3:1-7.

20. We believe in ministering in a way to unify the Body of Christ based upon the Lord’s Commandment to love one another and seek Kingdom relationships, and that we should avoid activities that divide the Body of Christ. Matthew 18:19; John 13:34-35, 17:23; 1 Corinthians 12:12; Ephesians 4:11-16.