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ArticleI-NAME

The name of this corporation shall be I CARE, INC., as shown in the Articles of Incorporationfiledin the office ofthe Secretaryof State ofKansas.

ArticleII-OBJECTIVES ANDPURPOSE

Toprovideemergencyfood, othersupport servicesand assistanceasdesignatedbytheBoardofDirectors to persons in need residing within I CARE'S service area or to church members/affiliates wholiveoutside the serviceareaupon pastor referrals.

ArticleIII- ORGANIZATION

The organization shall be operated as a 501c3 non-profit corporation for religious, educational,and charitable purposes.The organizational structure shall consist of members, the Board of Directors,andthe Officers.

ArticleIV-MEMBERSHIP

Membership in I CARE, INC. shall be limited to duly organized local religious bodies, civic andcommunity organizations in the Southeast Topeka area.Such bodies located within I CARE's servicearea can be considered for "Area Membership".The area serviced by I CARE is defined as bounded byKansas Avenue on the west.The northern boundary shall be East 6th Street from Kansas Avenue.Theeastandsouth boundariesshallbethe Shawnee County line.

Each member shall annually designate at least one person but no more than three persons as itsrepresentativeorrepresentativestotheBoardofDirectors.Suchrepresentativeorrepresentativesshallbedesignatedby nametoICARE,INC.bythemembertofullyrepresentthe mindofand actinbehalfofthe member in conducting all the business of I CARE, INC.Each member shall have three votesregardless of size.Each representative shall have one vote if three representatives have been dulydesignatedby themember,oneandone-halfvotesiftworepresentatives designated,andthreevotesifone representative designated by the member.A representative may vote by proxy but only through theotherrepresentatives of thesame member.

The Board of Directors will accept up to five members-at-large.Members-at-large may benominated by members, by board members, or by anyone else interested in I CARE, INC. and thenelectedtotheboardby amajorityvote of boardmembers. Eachmember-at-largeshallhaveone vote.

Failure to meet membership responsibilities described in these By-Laws, and otherwise set forthby the Board of Directors, will be cause for expulsion of religious bodies, civic and communityorganizationsfrommembershipafterreviewbythe Board of Directors.

Each member shall be expected to support the organization by gifts in kind, monetarycontributions,personnel, and othernecessary waysasfullyas possible.

ArticleV-SPONSORS

Sponsorship of I CARE, INC. shall be open to any community organization, person, or groupinterestedinICARE,INC.andICARE,INC.serviceprojects.Sponsorshipshallbesupport ofICARE,INC.through giftsin kind,monetarycontributions,and/orservices.

ArticleVI-BOARD OFDIRECTORS

TheBoardofDirectorsshallconstitutethegoverningbodyofthecorporation.Boardmembersshall serve fora period oftwo years andmay serveanunlimited number ofterms.

Any vacancies on the Board of Directors shall be filled by the appropriate body in accordancewiththese by-laws.

Theofficersofthecorporationshall beelectedbytheBoardofDirectors annually.

ArticleVII-OFFICERSOFTHECORPORATIONANDTHEIRDUTIES

The officers of the corporation shall be the President, the Vice-President, the Secretary, andTreasurer.No person shallholdmore thanone office atatime.

The term of office for each position shall be one year.The President shall present a proposedslate of officers to the Board in November of each year.Election of officers will be held annually inDecember.New officers willtaketheir officestartingJanuary 1^steachyear.

Vacanciesshallbefilledbyappointment oftheexecutivecommittee.

These four elected officers specifically described above shall serve as directors of the corporationfor legal purposes.These directors elected in accordance with these by-laws shall be considered as thedirectors and/or trustees of this corporation for all legal purposes invested with all legal authority grantedtodirectorsortrusteesofthecorporationbylaw,includingthepower andauthoritytosigndocumentsandlegal instruments on behalfof the corporation.

The President shall preside at all meetings of the corporation and shall be a member ex-officio ofallcommittees.

TheVice-President shalldischargeallofthedutiesofthePresidentwhenthePresidentisabsentoris otherwise unableto performsuchduties.

The Secretary shall make and keep the records and minutes of all meetings of the corporation,andshall preservesuchrecordsand shallmakethemavailableforinspectionbyanyrepresentativeofanymembers.

The Treasurer shall have charge of and be responsible for all money and funds of every kind andnature over which the Corporation has custody or control.The Treasurer, Food Services Director, and thePresident shall be empowered to issue checks against the Organization; however, the President and FoodServices Director shall refrain from issuing any checks so long as the Treasurer is available for theperformance of his or her normal duties.Any check drawn for an amount over twenty-five hundreddollars ($2,500.00) shall require the signature of both Treasurer and President.The Treasurer shall makeavailable allbooksandrecordstoany Boardmemberuponrequest.TheBoardofDirectorsshalldirectan annual internal audit of the books and records to be performed as designated by the Board.ThePresident, Food Services Director, and Treasurer shall be bonded for an amount determined annually bythe Board.

ArticleVIII -COMMITTEES

The Executive Committee shall consist of the four officers of the corporation and the food servicedirector.They shall provide leadership and vision pertaining to all activities of the corporation as willfurtherits defined purposesand asempowered bytheBoard of Directors.

A Standing Committee shall be created by the board as necessary to carry out the on-goingservices and ministries of I CARE, INC.Membership on a standing committee shall be open to anyperson interested in the work of that committee regardless of membership in the Corporation.Duties ofthe committee, selection of membership to the committee, and tenure of office shall be determined by theBoardof Directors.