The Registered Office of this corporation shall be AGN&R Service Company, located at One Centennial Square, PO Box 3000, Haddonfield, New Jersey, 08033-0968. The Corporation may also have offices at such other places, both within and without the State of New Jersey, as the Trustees may from time to time designate, and the Members and Trustees may hold meetings in such places at such times as those respective groups may designate.

The Corporate Seal shall have inscription thereon the name of the corporation and the year and state of its incorporation.

Members of this corporation may be persons, societies, associations or corporations. The members in this corporation are One Mission Society¹⁾, The Evangelical Alliance Mission, Conservative Baptist Foreign Mission Society d.b.a. WorldVenture²⁾, and the International Mission Board of the Southern Baptist Convention³⁾.

New Members of the corporation may be admitted by vote of the existing Members of the corporation at any duly called meeting.

In order to qualify as a Member of this organization, such applicant must subscribe to the Statement of Faith as set forth in Paragraph Sixth of the Certificate of Incorporation, and, if such applicant is a person, he or she must also give testimony as to his or her faith in Christ in accordance with Paragraph Eighth of the Certificate of Incorporation.

The responsibilities of the Members shall include, but shall not be limited to the following:

• Shall, at the annual meeting, appoint two Trustees to serve for the ensuing year.
• Shall participate in providing personnel for the operation of the Corporation's activities.
• May alter or amend the By-Laws of the Corporation.
• May elect new Members of the Corporation.
• Review the unaudited end of the year reports of all the Corporation's institutions.
• May approve Corporation sponsorship of additional institutions, as specified in the Morrison Christian Association Certificate of Incorporation.
• Liability

No Member, Trustee, or officer, shall be personally liable for any obligation incurred by the Corporation.

The annual meeting of the Members of this Corporation shall be held between March 1 and the first meeting of the Board of Trustees for the new school year. Notice of the said meeting shall be given to each Member at least thirty days prior to the date of this meeting.

The Members shall elect a Chair and Secretary to preside or all Member meetings. The term of service will be for one year. Each Member missionary organization shall, at the annual meeting, appoint two Trustees to serve for the ensuing year. If one of the Trustees selected by a Member missionary organization is subsequently elected Chair of the Board of Trustees, such organization shall thereafter be entitled to appoint one additional person to serve as Trustee the remainder of the year.

Each member of this Corporation shall be entitled to one vote on matters properly set before them.

Members may vote at all meetings either in person, by duly qualified representative of a Member organization, or by proxy signed, dated, and in writing. All proxies shall be filed with the Secretary of the meeting before being voted on. No proxy shall be voted on after one year from its date. A majority of the Members in person or by proxy shall be requisite at every meeting to constitute a quorum for the selection of Trustees and the transaction of other business.

Special meetings of the Members may be called by the Chair, or at the request of the Trustees, or at the written request of any two Members. Notice for such meeting shall be in writing setting forth the day, hour and place of meeting and the general nature of the business to be transacted. Such notice shall be given at least 14 days in advance of the meeting.

Minutes of all meetings shall be distributed to Members, Trustees and the Corporation's counsel.

The primary purpose of Morrison Christian Association is to sponsor Morrison Academy.

Morrison Academy exists to glorify God by meeting the educational needs of the children of Christian missionaries throughout Taiwan.

The Board of Trustees shall consist of not less than 8 nor more than 13 persons, with the actual number to be determined by resolution of the Board of Trustees from time to time. Each candidate for a position on the Board of Trustees must meet the qualifications set forth in the Certificate of Incorporation, provided, however, that faculty and staff members of the Corporation's institutions shall not be eligible, unless employed less than .25 full-time equivalent (FTE). Individual members and duly qualified representatives of Member organizations shall be eligible to serve as Trustees.

The Board of Trustees shall have authority to annually select Associate Trustees who will have the same responsibility and authority as the Trustees. The number of Associate Trustees shall not exceed one half the number of Trustees selected by the Members. Associate Trustees shall be subject to the same qualifications as the Trustees.

The term of each Trustee and Associate Trustee shall be for one or two year or until his successor shall be selected and shall qualify.

A majority of the Trustees in office shall be necessary at all meetings to constitute a quorum for the transaction of any business.

Meetings of the Board of Trustees may be held at such places and times as shall be determined by the Board. Meetings may be called by the Chair or at the written request of any two Trustees.

The Trustees may hold their meetings and have one or more offices and keep the books of the Corporation inside or outside the State of New Jersey, at such place or places as shall from time to time be determined.

The Board of Trustees shall have the management of the business of the Corporation. In addition to the powers and authorities expressly conferred upon them by these By-laws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things, not prohibited by statute, Certificate of Incorporation or these By-laws, as they deem proper to carry out the purposes and business of this Corporation.

The Board, at its discretion, may appoint an Executive Committee from among the Trustees. The Executive Committee may exercise the powers of the Trustees in the management of the business affairs and property of the Corporation during the intervals between the meetings of the Board of Trustees. Such Executive Committee, if appointed, shall be composed of one member from each of the Member missionary organizations. Notwithstanding the foregoing, no committee shall: (1) make, alter or repeal any bylaw of the corporation; (2) elect or appoint any trustee, or remove any officer or trustee; (3) submit to Members any action that requires Members' approval; or (4) amend or repeal any resolution previously adopted by the Board.

The Board of Trustees, may, upon the approval of the Members, extend the sponsorship of the Association, including the management and disposition of affairs, to other compatible institutions, provided that the Board of Trustees shall maintain a separate and unified system of administration for its elementary and secondary educational institutions, and it shall provide for its other institutions such management and regulations as they may need for their operation and administration, not inconsistent with these By-Laws and the Association's Certificate of Incorporation.

The Board of Trustees shall select from its number a Chair, Vice Chair, Secretary and Treasurer. The Board of Trustees may select such other officers and agents as it shall deem necessary who shall hold their positions for such terms and shall have such authority and perform such duties as from time to time shall be prescribed by the Board.

The Chair shall be the Chief Executive Officer of the Corporation. The Chair shall attend all meetings of the Members of the Corporation. The Chair shall preside at all meetings of the Trustees; shall have general and active management of the business of the Corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Trustees to delegate any specific power, except such as may be by statute exclusively conferred on the Chair, to any other officer or agent of the Corporation. The Chair shall appoint, subject to confirmation of the Board of Trustees, all standing committees and shall be ex-officio member of all committees. The Chair shall have the general powers and duties of supervision and management usually vested in the office of the Chair of a corporation.

The Vice Chair, in the Chair's absence, shall be vested with all the powers and be required to perform all the duties of the Chair.

The Secretary shall be responsible that a full set of minutes of all Board meetings and Board Committee meetings be kept. Board meeting minutes shall be distributed to the Members and to the Trustees.

The Treasurer is responsible that acceptable accounting procedures are established and followed in all the financial matters of the Corporation.

The fiscal year of the Corporation shall begin on July 1st.

Whenever written notice is required to be given to any person or organization, it may be given to such person or organization either personally, or by sending a copy thereof by first class mail, or by electronic message. If the notice is by mail or electronic message, it shall be deemed to have been given to the person entitled thereto when deposited with the postal authorities or sent by electronic message.

Notice of any meeting need not be given to any Member or Trustee who signs a waiver of notice, whether before or after the meeting. The attendance at a meeting of any Member or Trustee who does not protest the lack of notice of the meeting prior to the conclusion of the meeting shall constitute a waiver of notice by that Member or Trustee.

The financial books and accounts of the Corporation shall be open to inspection by any Member, Trustee, or Committee of the Board of Trustees at all reasonable times.

All checks or demands for money and notes of the Corporation shall be signed by those as designated by the Board of Trustees.

The titles of the articles and sections shall not constitute part of the By-Laws and shall not in any way limit the subject matter therein nor dictate the proper construction thereof.

The Members, by the affirmative vote of a majority present, may at any regular meeting, or upon notice at any special meeting, alter or amend the By-Laws providing prior written notification has been given that such amendment changes will be considered.

Section 1. The corporation shall indemnify, in the manner and to the full extent permitted by the New Jersey Nonprofit Corporation Act (the “Act”), as amended, any Trustee, Officer or Member of the corporation who was or is a party to, or is threatened to be made a party to, or who appears as a witness in, any “proceeding” (as such term is defined in Section 15A:3-4 of said Act), whether or not by or in the right of the corporation, by reason of the fact that such person is or was a Trustee, Officer or Member of the corporation. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him. To the full extent permitted by law, the indemnification provided herein shall include “expenses” (as such term is defined in said Section 15A:3-4), and, in the manner provided by law, any such expense may be paid by the corporation in advance of the final disposition of such proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of Trustees or Members, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Amended: 3/19

Morrison Christian Association Members