Bylaws
Article 1: Organization
Section 1.01
– Location:  The principal office of the Corporation shall be located within
the State of Maryland, at such place as is designated in the Articles of Incorporation.  
The Corporation may maintain additional offices at such other places within or without
the State of Maryland as the Board of Directors shall designate.
Section 1.02 – Name:  The organization name, principal office, or By-Laws of the
organization may be changed by a two-thirds vote at any duly called business meeting of
the Directors of the Corporation where a quorum is present.

Article 2: Board of Directors
Section 2.01
– Power of Board:  The business and affairs of the Corporation shall be
under the direction and management of the Board of Directors of the Corporation.
Section 2.02 – Number of Directors:  The number of Directors constituting the entire
Board of Directors shall be five (5).  The number of Directors may be increased or
decreased by amendment of the By-Laws, or by action of the Board as hereinafter
provided.  A majority of the entire Board of Directors may alter the number of Directors
set by the Articles of Incorporation or these By-Laws, provided that no decrease shall
affect the tenure of office of any incumbent Director, and provided further that there shall
not be less than one Director at any one time.
Section 2.03 – Election and Term of Directors:  At each annual meeting of the Board of
Directors, the Board shall elect directors, and each Director to hold office for a term of
one year until the next annual meeting of the Board, or until his/her successor has been
qualified and elected.  The initial Board of Directors shall be comprised of those
Directors named in the Articles of Incorporation.
Section 2.04 – Newly Created Directorships and Vacancies:  Newly created
Directorships, resulting from an increase in the number of Directors, and vacancies,
occurring in the Board for any reason, may be filled by vote of the current Directors at
any annual or special meeting, provided, however, if such vacancies are not so filled, the
remaining Directors, whether or not sufficient in number to constitute a quorum, may fill
a vacancy on the Board of Directors which results from any cause except an increase of
the number of Directors, and a majority of the entire Board of Directors may fill a
vacancy which results from an increase in the number of Directors.  A Director elected to
fill a vacancy shall hold office until the next annual meeting of the Directors and until
his/her successor is elected and qualified.  A Director elected to fill a vacancy which
results from the removal of a Director shall serve for the balance of the term of the
removed Director.
Section 2.05 – Removal of Directors:  Except as otherwise provided by law, any one or
more of the Directors may be removed with or without cause at any time by majority
vote of the remaining Directors.
Section 2.06 – Resignation:  Any Trustee may resign at any time upon written notice to
the Corporation.  Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such resignation shall be necessary to
make it effective.
Section 2.07 – Quorum of Directors and Action of the Board:  Unless a greater
proportion is required by law, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business, and, except as otherwise provided by law or by
the Articles of Incorporation or these By-Laws, the action of a majority of the Directors
present at a meeting at which a quorum is present, shall be considered and recorded as
the action of the Board.
Section 2.08.01 – Annual Meetings of the Board:  An annual meeting of the Board of
Directors shall be held each year at such time and at such place as shall be fixed by the
Board of Directors, for purposes to include the election of officers and Directors and for
the designation of a financial audit (when needed) and the transaction of such other
business as may properly come before the meeting.
Section 2.08.02 – Regular Meetings:  Regular meetings of the Board shall be held at such
times as may be fixed by the Board.  Special meetings of the Board may be held at any
time whenever called by the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the Secretary or any two other Directors.  Meetings of the Board my be
held at any place in or out of the State of Maryland as may be fixed in the notice of
meeting for regular or special meetings.
Section 2.08.03 – Notice of Meetings:  A notice, or waiver of notice, need not state the
business to be transacted at or the purpose of any regular or special meeting of the Board
of Directors.  Notice of a meeting of the Board of Directors need not be given to any
Director who (a) signs a waiver of the notice which is filed with the records of the
meeting, or (b) is present at the meeting.
Section 2.09.01 – Informal Action by Directors:  Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if a
unanimous written consent which sets forth the action is (a) signed by each member of
the Board of Directors, and (b) filed with the minutes of proceedings of the Board.
Section 2.09.02 – Meetings by Conferencing:  Members of the Board may participate in
a meeting by means of conference telephone or similar electronic communications
equipment if all persons participating in the meeting can hear each other, or converse with
each other, in real time fashion.  Participation in a meeting by such means shall constitute
presence in person at the meeting, and must be recorded as such and filed with the
minutes of proceedings of the Board.
Section 2.10 – Compensation of Directors:  The Corporation shall not pay any
compensation to a Director for services rendered to the Corporation, except that any
Director may be reimbursed for expenses incurred in the performance of their duties to
the Corporation, in reasonable amounts as approved by a majority of the entire Board.

Article 3: Committees
Section 3.01
– Executive Committee:  The Board of Directors may appoint from among
its members as an Executive Committee, consisting of three or more Directors, and
delegate to this Committee any lawful power of the Board, except the power to (a)
amend the By-Laws, and (b) approve any liquidation, merger, or similar transaction that
affects the status of the Corporation as a state or federally approved entity.
Section 3.02.01 – Other Committees:  The President of the Corporation, acting as
Chairman of the Board of Directors, may appoint any committee deemed advisable,
including other members of the Board and other persons who may be deemed interested
to the organization.  Any addition member of the Board of Directors may voluntarily
serve on such a committee, without vote, unless designated to be acting in place of an
absent member.
Section 3.02.02 – Committee Rules:  Unless the Board of Directors otherwise provides,
each committee designated by the Board may make, alter, and repeal rules for the
conduct of its business.  In the absence of a contrary provision by the Board of Directors
or in rules adopted by any such committee, a majority of the authorized number of
members of each committee shall constitute a quorum for the transaction of business, the
vote of a majority of the members present at the meeting at the time of such vote shall be
the act of such committee, and each committee shall otherwise conduct its business in the
same manner as the Board of Directors conducts its business under Article 2 of these By-
Laws.
Section 3.03.03 -- Meetings by Conferencing:  Unless otherwise restricted by these By-
Laws or direction of the Board of Directors, members of any committee may participate
in a meeting by means of conference telephone or similar electronic communications
equipment if all persons participating in the meeting can hear each other, or converse with
each other, in real time fashion.  Participation in a meeting by such means shall constitute
presence in person at the meeting, and must be recorded as such and filed with the
minutes of proceedings of the committee and reported to the Board.
Section 3.03.04 – Service on Committees:  Each member of any Committee appointed
by the President will serve at the pleasure of the Board of Directors.
Section 3.03.05 – Records of Meetings:  Minutes shall be kept of each committee
meeting.  Copies of such minutes shall be filed with the corporate records and supplied to
each member of the Board of Directors upon request.

Article 4: Officers and Agents
Section 4.01
– Officers:  The Board of Directors shall elect a President, a Vice
President, a Secretary, and a Treasurer, and it may, if it so determines, elect other such
officers, and may give any of them such further designations or alternate titles as it
considers desirable. Any two or more officers except those of President and Vice
President may be held by the same person.
Section 4.02 – Term of Office and Removal:  Each officer shall hold office for the term
for which he or she is elected, and until his/her successor has been qualified and elected.  
All officers shall be elected at the annual meeting of the Board.  Any officer may be
removed from the Board of Directors if, in the judgment of the Board, the best interest
of the Corporation shall be served by such action.  
Section 4.03 – Resignation of Officer:  Any officer may resign at any time by giving
written notice to the corporation.  Unless otherwise specified in the written notice, the
resignation shall be effective upon delivery to the Corporation’s permanent address by U.
S. Postal Service or private courier.  
Section 4.04 – Powers and Duties of Officers:
A. President:  The President shall serve as the chief executive officer of the Corporation.
The President shall, in the role of Chairman of the Board, preside at all meetings of the
Board of Directors, and at meetings of the executive Committee, and, subject to consent
of the Board, shall perform all duties customary to that office, and shall supervise and
control all the business affairs of the Corporation, in accordance with law, the Articles of
Incorporation, and these By-Laws.
B. Vice President:  Business Development:  In the absence of the President or in the
event of his/her inability to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers and responsibilities (and be
subject to all restrictions) that have been placed on the President by the Board.  The Vice
President:  Business Development shall perform other such duties from time to time that
may be prescribed by special resolution of the Board, including: (a) coordinating the
business activities of the Corporation, and (b) serving as liaison with legal counsel.
C. Vice President:  Organizational Development:  The Vice President:  Organizational
development shall perform such duties delegated to him/her by the President, including:
(a)
facilitating electronic and mail communications with participants in the organization’s
network, and (b) implementing methods to promote dialogue and interaction among
participants in the network.  This includes direct interaction with the webmaster.
D. Secretary:  The secretary shall be responsible for keeping an accurate record of the
proceedings of all meetings of the Board of Directors, shall give or cause to be given all
notices in accordance with these By-Laws or as required by law, and, in general, shall
perform all duties customary to the office of Secretary.  The secretary shall take
possession and maintain custody of all documents pertaining to the filing sand reporting
of transactions with state and federal authorities, including all documents requiring an
attestation of signature.  The Board of Directors may designate responsibility for the audit
to the Secretary when such an audit is recognized as needed.
E. Treasurer:  The Treasurer shall have custody of, and be responsible for, all funds and
securities of the Corporation.  He or she shall keep or cause to be kept secure, all
accounts
and receipts and disbursements of the Corporation, and shall deposit all monies and other
valuable property and assets of the Corporation in the name and to the credit of the
Corporation in such banks or depositories as the Board may designate.  Whenever
required
by the Board of Directors, the Treasurer shall render a statement of accounts.  He or she
will make available at any reasonable time accounts (written or electronic) and exhibit the
books to any officer or Director of the Corporation, and shall perform all duties incident
to the office of Treasurer, subject to the supervision of the Board, and shall from time to
time perform such other duties as may be delegated by the President of the Corporation.
The treasurer will normally serve without a required bond, but if required by the
President or Board, shall give such bond or security for the faithful performance of his or
her duties, as the Board of Directors may require.
Section 4.05 – Agents and Employees:  The Board of Directors may appoint agents and
employees who shall have such authority and perform such duties as may be prescribed
by the Board.  The Board may remove any agent or employee at any time with or
without cause.  Removal without cause shall be without prejudice to such person’s
contractual rights, if any, and the appointment of such persons shall not in and of itself
create contract rights.
Section 4.06.01 – Compensation of Officers:  The Corporation shall not pay any
compensation to officers for services rendered to the Corporation in their line of duties
and responsibility for these By-Laws, except that officers may be reimbursed for
expenses incurred in the performance of the duties to the Corporation, in reasonable
amounts consistent with the market-place and as approved by a majority of the entire
Board.
Section 4.06.02 -- Compensation of Agents and Employees:  The Corporation may pay
compensation in reasonable amounts to agents and employees for services rendered, such
amount to be fixed by the Board, or, if the Board delegates such power to any officer,
then by such officer or officers.    
Section 4.06.03 – Security:  The Board may require officers, agents and employees to
give security for the faithful performance of their duties.

Article 5: Miscellaneous
Section 5.01
– Fiscal Year:  The fiscal year of the Corporation shall be the calendar year,
ending December 31.
Section 5.02 – Corporate Seal:  No Corporate Seal shall be required.  If such a seal is
deemed necessary, it shall contain the words “Corporate Seal” and “Maryland” and the
year the Corporation was registered, and shall be in circular form with other wording as
may be approved by the Board of Directors.
Section 5.03 – Checks, Notes, and Contracts:  The Board of Directors shall determine
who shall be authorized from time to time on the Corporation’s behalf to sign checks,
contracts, drafts, or other orders for payment of money; to sign acceptances, notes, or
other conveniences; to execute and deliver other documents and financial instruments.  
No indebtedness is permitted without authorization of the Board.
Section 5.04 – Books and Records:  The Corporation shall keep at its office correct,
current and complete books and records of account, the activities and minutes describing
the transactions of the Corporation, proceedings of the meetings of the Board of
Directors and its authorized committees, and a current list of the Board of Directors and
Officers of the Corporation, complete with their residence addresses, email addresses,
and telephone contact numbers.  Any of the books, minutes and records of the
Corporation may be in written form or in any other form capable of being converted to
written form within a reasonable period of time.
Section 5.05 – Affiliations:  As a duly constituted Not-for-Profit Corporation,
WesleyNexus, Inc., may, from time to time, designate an affiliation status with other duly
constituted, lawful organizations, and may, from time to time, accept affiliation status
with other such organizations, provided such affiliations receive a two-thirds approval by
its Board of Directors.
Section 5.06 – Principles of Ethics:  Consistent with the 2008 United Methodist Church
Book of Discipline, Division One, Paragraph 5, Article 5, WesleyNexus affirms that it
will conduct all business according to principles of ethics consistent with existing
resolutions accepted and promoted by the General Conference of the United Methodist
Church, and the 1964 Code of Ethical Principles and Standards (as amended in 2007)
developed and endorsed by professionals in the consortium of nine national philanthropic
organizations led by INDEPENDENT SECTOR and the Partnership for Philanthropic
Planning.
Section 5.07 – Conflict of Interest:  Consistent with the constitutional amendments
adopted with the 2008 General Conference of the United Methodist Church, the
WesleyNexus Board of Directors affirms as part of its governing principles that it will
abide by conventional conflict of interest policies, to the end that no Board member or
Officer of the organization shall benefit financially or materially in any manner by virtue
of service to the organization, and that WesleyNexus will carry forward its activities and
programs in a manner that avoids such conflicts of interest.  This does not impinge on the
prerogatives of its Board members to write or speak in their roles as professionals, but
when they do so, they write or speak as individuals and without compensation from
WesleyNexus.  Should any such conflicts come to the attention of the WesleyNexus
Board of Directors, the affected Board member shall immediately be recused from all
further activities conducted by WesleyNexus until such conflict is satisfactorily resolved.   
Resolution of such issue shall be stated in writing and recorded as part of the
WesleyNexus permanent archives.
Section 5.08 – Dues:  There are no fixed dues.  It is expected that interested persons will
contribute to enable implementation of the purposes of WesleyNexus, Inc, consistent
with its stated purposes in its Articles of Incorporation.
Section 5.09 – Bank Account:  A bank account shall be opened in the name of
WesleyNexus, Inc.  The Treasurer shall have responsibility for maintaining this account
in good order, with records to substantiate transactions that can be verified by an audit.
Section 5.10 – Indemnification and Insurance:  The Corporation shall indemnify any
Director who has been successful, on the merits or otherwise, in the defense of any
proceeding described below against reasonable expenses incurred by the Director in
connection with the legal proceeding, or as a court of competent jurisdiction shall
determine.  The Corporation may indemnify any Director, or any former Director, or any
person who may while serving as a Director of the Corporation, have served at its
request as a Director, officer employee or agent of any foreign or domestic corporation,
partnership, joint venture, trust or any other enterprise, and may, by resolution of the
Board of Directors, indemnify any officer, employee, or agent against any and all
expenses and liabilities actually and necessarily incurred by him or her or imposed upon
him or her, in connection with any threatened, pending, or completed action, suit, or
proceeding (whether civil, criminal, administrative, or investigative) to which he or she
may be or is made a party by reason of being or having been such a Director, officer,
employee or agent, subject to the limitation, however, that there shall be no
indemnification is relation to matters as to which it shall be proved that the act or
omission by the Director, officer, employee or agent, was material to the cause of action
adjudicated in the proceeding was either (1) committed in bad faith or was the result of
active and deliberate dishonesty, or (2) the Director, officer, employee, or agent, actually
received an improper personal benefit in money, property or service, or (3) in the case of
any criminal proceeding, the Director, officer, employee or agent had reasonable cause to
believe that the act or omission was unlawful.  Amounts paid in indemnification of
expenses and liabilities may include, but shall not be limited to, judgments, penalties,
fines, settlements and reasonable expenses actually incurred by such Director, officer,
employee or agent.  The Corporation may pay or reimburse actual and reasonable
expenses in advance of the final disposition of the proceeding upon written receipt by the
Corporation of a written affirmation by the Director of the Director’s good faith belief
that the standard of conduct necessary for indemnification by the Corporation has been
met, and a written undertaking by and on behalf of the Director to repay the amount if it
shall ultimately be determined that the standard of conduct has been met.  The provisions
of this Article shall be applicable to claims, actions, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or omissions to act
occurring before or after adoption hereof.  The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which such Director, officer,
employee or agent may be entitled under any statute, By-Law, agreement, vote of the
Board of Directors, or otherwise, and shall not restrict the power of the Corporation to
make any indemnification permitted by law.
Section 5.11 – Insurance:  The Board of Directors may authorize the purchase of
insurance on behalf of any Director, officer, employee or agent of the Corporation, or
who, while serving as a Director officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust, other enterprise,
or employee benefit plan, against any liability asserted against and incurred by him or her
arising out of such person’s position, whether or not the Corporation would have the
power to indemnify such person against that liability under law.
Section 5.12 – Effective Status:  If any part of this Article shall be found in any action ,
suit or proceeding to be invalid or effective, the validity and the effectiveness of the
remaining parts of the article shall not be affected.

Article 6: Programs
Section 6.01
– Purpose:  Programs developed by WesleyNexus (its Board and staff) will
be educational in nature, in order to promote critical thinking in the broad fields of
science and religion.
Section 6.02.01 – Context:  Our programs are intended to engage the interaction of
persons and their constructive contributions to the ongoing dialogue in the fields of
science and religion, with special attention to those who identify with the wider Wesleyan
heritage.
Section 6.02.02 – Methodology:  To that end, we will utilize technology, such as our
website, electronic blogging, social networks, email, video and DVD technology, and
traditional print publications to further this dialogue, as well as occasional face-to-face
gatherings.
Section 6.03.01 – Dialogue:  Dialogue will be promoted within the rules of thoughtful
conversation, not advocacy or debate, as defined from time to time by the Board.
Section 6.03.02 – Reporting:  Participants in the interactions taking place within the
broad fields of science and religion will be encouraged to report relevant and related
activities to be shared with others in the WesleyNexus network.
Section 6.03.03 – Content:  Participants will be encouraged to develop and share original
material pertaining to issues emerging in the fields of science and religion, including
books, book reviews, classroom materials, topical articles, sermons, etc.

Article 7: Amendments
Section 7.01
– Articles of Incorporation:  The Articles of Incorporation of the
Corporation may be adopted, amended or repealed in whole or in part by a two-thirds
vote of the Board of Directors then in office.
Section 7.02 – By-Laws:  The By-Laws of the Corporation may be adopted, amended
or repealed in whole or in part by a majority vote of the Board of Directors then in office.

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Bylaws of WesleyNexus, Inc.
A not-for-profit corporation formed under the general laws of the State of Maryland, USA