Christian Girls Home of Moron, Haiti (the "Corporation") is organized and shall be operated exclusively for religious, charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time (the "Code"). The missions and purposes of the Corporation include, but are not limited to, giving, conveying, or assigning any of its property to other organizations, provided that: (i) such organizations shall be organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes; (ii) transfers of property to such organizations shall be exempt from gift, succession, inheritance, estate or death taxes imposed by the federal government; and (iii) such organizations shall be exempt from income taxes imposed by the federal government. Additionally, the Corporation shall and may do any and all acts and things, and may exercise any and all powers which it may now or hereafter be lawful for the Corporation to do or exercise under and pursuant to the Code and Tennessee law in furtherance of its religious, charitable, scientific, literary, or educational purposes; provided, however, that the Corporation shall not perform any act or transact any business that will jeopardize the tax exempt status of the Corporation under Section 501(c)(3) of the Code and its accompanying regulations.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
ARTICLE 2
OFFICES

2.01. Principal Office. The principal office of the Corporation shall be located at 171 Ridgedale Drive, Jackson, Tennessee 38305. The Corporation may have offices at such other places as the Board of Directors of the Corporation may determine or as the affairs of the Corporation may require from time to time.
2.02. Registered Office/Agent. The registered office of the Corporation shall be located at 171 Ridgedale Drive, Jackson, Tennessee 38305. The Corporation shall have and continuously maintain, in the State of Tennessee, a registered agent at the address of the registered office as required by the Tennessee Nonprofit Corporation Act. The location of the registered office and the identity of the registered agent may be changed from time to time by the Board of Directors of the Corporation.

ARTICLE 3
BOARD OF DIRECTORS
3.01. Appointment and Number. The Board of Directors of the Corporation shall consist of not less than 7 and not more than 15 directors. The initial Board of Directors shall consist of Linda Breen, James L. Gibson, Sarah Gibson, Victor W. Buchholz, Helen I. Buchholz, Darlene Butler, James L. Butler, Jr., Bobbie Edwards, Ben Lifsey, Jr. and Patricia Turner. Thereafter, Directors shall be elected by the Board of Directors at a regular meeting of the Board of Directors to be held at the principal office of the Corporation or at such other place as may be fixed by the Board of Directors.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
3.02. Terms of Directors. Each director shall be elected to serve for a term of two years, or until his or her successor is elected. Directors may serve consecutive terms.
3.03. Duties/Qualifications. The Board of Directors shall be responsible for managing the property, affairs, and business of the Corporation. Each director shall be at least twenty-one years of age, but need not be a resident of the state of Tennessee.
3.04. Removal. The Board of Directors may remove any Director, without cause, by the affirmative vote for such removal of two-thirds (2/3) of the Directors then in office.
3.05. Vacancies. Any vacancy caused by death or otherwise occurring in the Board of Directors shall be filled in the same manner as directors are appointed or elected generally. A director elected or appointed to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
3.06. Resignation. Any director may resign his or her office at any time, such resignation to be made in writing and delivered to the Board of Directors or the President, and to take effect immediately without acceptance unless a later effective date is stated in the notice.
3.07. Compensation. Each Director shall serve without compensation. This provision shall not prohibit an individual director from receiving reimbursement for expenses incurred in serving as a director. A Director, who is also an officer or employee of the Corporation, shall not be prohibited from accepting compensation for service as such officer or employee.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
3.08. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than these Bylaws on the third Monday of January of each year, unless otherwise specified, at any place within or without the State of Tennessee as determined by the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without notice other than such resolution. Other meetings shall require at least five (5) days' notice of the time and place of each meeting to each director of the Corporation in person, by telephone, or by mail, but notice of meetings need not be given to any director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without protesting the lack of notice to him or her, prior to or at the commencement of the meeting.
3.09. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by a majority of the Board of Directors. Notice of any special meeting must be by any usual means of communication including mail or telephone, not less than seven (7) days before the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. A director may waive notice of special meetings by attendance in person without protesting prior thereto or at its commencement the lack of notice to him or her or by the execution of a written waiver of notice either before or after such meeting.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
3.10. Quorum and Vote. One-half (1/2) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. However, if less than such number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Except as otherwise provided by statute, the Corporate Charter, these Bylaws, or other applicable instrument, the vote of a majority of the total number of directors shall be deemed the act of the Board of Directors.
3.11. Action Taken by Written Consent of Directors. Whenever under the Charter or Bylaws of this Corporation or under the laws of the State of Tennessee, the directors are permitted or required to take any action at a Board of Directors' meeting, they may take such action without a meeting upon their written consent setting forth their consent to take such action without a meeting and the action taken and signed by all of the directors entitled to vote thereon, indicating each signing director's vote or abstention thereon.
3.12. Telephonic Meetings. Any action taken by the Board of Directors that is normally conducted by either face-to-face confrontation or by written consent may be taken by means of conference telephone or similar communication equipment in which all persons can hear each other and participate in the transaction of Corporation business. Such meeting shall constitute presence in person at such meeting, and the directors shall be promptly furnished a copy of the minutes of the meeting.
3.13. Election and Removal of Officers. The Board of Directors shall elect the officers of the Corporation, and shall have the power to remove any officer of the Corporation, with or without cause, whether the term of such officer has expired or not.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
ARTICLE 4
OFFICERS
4.01. General. The officers of the Corporation shall be a President, Vice-President, Treasurer and Secretary, each of whom shall be elected by the Board of Directors. There may be elected such other officers and assistant officers with prescribed duties as may be deemed necessary and elected or appointed by the Board of Directors. Vacancies occurring among the officers so elected may be filled by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.
4.02. Election and Term. The officers of the Corporation shall be elected by the Board of Directors at a regular meeting of the Board and shall serve for a term of two years, or until the next election, and/or until his or her successor is elected, qualified, and installed.
4.03. Duties of Officers. The duties and powers of the officers of the Corporation shall be as follows and as hereafter set out by resolution of the Board of Directors:
a. President. The President shall have the right and privilege to preside at all meetings of the Board of Directors and shall be the chief executive officer of the Corporation. The President shall cause to be called regular and special meetings of the Board in accordance with the requirements of law and of these Bylaws. The President shall be subject to the authority vested in the Board of Directors by these Bylaws and applicable law, and shall exercise all the powers and perform all the duties usual to his or her office and those prescribed by the Board of Directors. The President shall handle the day-to-day management of the affairs of the Corporation, subject to the direction of the Board.
b. Secretary. The Secretary may countersign with the President all contracts authorized by the Board of Directors in the name of the Corporation, and all notes, drafts, or other orders for the payment of money. The Secretary shall keep a record of the matters of the proceedings of all meetings; and give notice as required in these Bylaws of all such meetings. The Secretary shall have custody of all books, records, and papers of the Corporation except such as shall be in charge of other persons authorized to have custody and possession thereof by resolution of the Board of Directors. He or she shall perform all other duties usual to such office and shall also perform such duties and exercise such powers as prescribed by the Board of Directors.
c. Vice- President. Unless otherwise prescribed by the Board of Directors, in the absence of the President or in the event of his or her death or inability or refusal to act, the Vice-President shall perform the duties of the President, and in so acting, shall have the powers of and be subject to all the restrictions upon the President. The Vice-President shall additionally perform such other duties as may be directed or assigned by the Board of Directors or the President to include, but not limited to, the signing of all checks, drafts, contracts, notes and other instruments and orders for the payment of money from time to time issued by the Corporation in the course of its business operations.
d. Treasurer. The Treasurer shall keep correct and accurate accounts of all monies of the Corporation received or disbursed, and shall deposit all monies and valuables in the name of and to the credit of the company in such banks and depositories as the Board of Directors shall designate. The Treasurer shall furnish a statement of the financial condition of the Corporation as required by the Board of Directors. The Treasurer shall perform all other duties usual to such office and shall also perform such duties and exercise such powers as prescribed by the Board of Directors.
CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS (continued)
e. Other Officers. Other officers designated by the Board of Directors shall exercise such powers and shall perform such duties as may be delegated to them by the Board of Directors.
ARTICLE 5
COMMITTEES
The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from its members such committees as it may desire, each consisting of such number of directors having such powers and authority (to the extent permitted by law) as may be provided in the resolutions establishing the same. However, no such committee shall have the authority to: (i) authorize distributions; (ii) approve the dissolution or merger of the Corporation, or the sale, transfer, or pledge of all or substantially all of the assets of the Corporation; (iii) fill vacancies on the Board of Directors or any of its committees; or (iv) adopt, amend, or repeal these Bylaws or the Charter of the Corporation.
The Board of Directors shall have the power at any time to fill vacancies in, change the membership of, or dissolve any such committees. The Board of Directors may also designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting thereof. Any such committee may meet regularly at stated times without notice, or otherwise on notice to all members thereof, in accordance with the provisions in these Bylaws governing the meetings of the Board of Directors and shall fix its own rules of procedure. Actions required or permitted to be taken by committees designated by the Board of Directors may be taken without a meeting if the action is taken by all of the members of the subject committee. The action must be evidenced by one or more written consents describing the action taken and must be signed by each committee member. Any such written consent shall be filed with or entered upon the records of the Corporation.
CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS (continued)
ARTICLE 6
BOOKS AND RECORDS
There shall be kept at such office of the Corporation as the Board of Directors shall determine, within or without the State of Tennessee, complete and correct books and records of account of all its business and transactions, and minutes of the proceedings of its Board of Directors and all committees.

ARTICLE 7
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
The Board of Directors shall select banks, trust companies, or other depositories in which funds of the Corporation not otherwise employed shall, from time to time, be deposited in the account of and to the credit of the Corporation.

ARTICLE 8
NON-PROFIT OPERATION
8.01. No Private Inurement. No part of the income of the Corporation shall inure to the benefit of any trustee, director, officer of the Corporation, or any private individual (except that reasonable compensation my be paid for services rendered to or for the Corporation effecting one or more of its purposes), and no director, officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
8.02. Distributions; no self-dealing. The Corporation shall expend and/or distribute its income for each taxable year at such time and in such manner as will not subject it to tax under Section 4942 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Corporation shall not:
Engage in any act of self-dealing as defined in Section 4941 of the Code;
Retain any excess business holdings as defined in Section 4943(c) of the Code;
Make any taxable expenditures in such manner as to subject the Corporation to tax under Section 4944 of the Code; or
Make any taxable expenditures as defined in Section 4945(d) of the Code.
8.03. No lobbying. No part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

ARTICLE 9
FISCAL YEAR
The fiscal year of the Corporation shall end on December 31 of each year.

ARTICLE 10
INDEMNIFICATION
The Corporation shall indemnify each officer and director, including former officers and directors, to the full extent permitted by the Tennessee Nonprofit Corporation Act.

CHRISTIAN GIRLS HOME OF MORON, HAITI BY-LAWS
ARTICLE 11
AMENDMENTS
The Charter and/or Bylaws of the Corporation may be amended by the affirmative vote of the majority of the members of the Board of Directors in office at the time the amendment is adopted, pursuant to Tennessee Code Annotated §48-60-301. The Corporation shall provide notice to the Board of Directors of any meeting at which an amendment to the Charter and/or Bylaws is to be voted on at least seven (7) days prior to the scheduled meeting. The notice must state that the purpose, or one (1) of the purposes of the meeting, is to consider a proposed amendment to the Charter and/or Bylaws, and such notice must contain or be accompanied by a copy or a summary of such amendment.

DULY ADOPTED by the Board of Directors of the Corporation the 29th day of June, 2006.

Victor W. Buchholz, Secretary