ICOF Constitution and Bylaws by Life Network

INTERNATIONAL CIRCLE OF FAITH GLOBAL NETWORK 80th Anniversary Constitution and Bylaws (1932 -2012) MONTH DAY YEAR

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International Circle of Faith Global Network… the Next Wave

Welcome to International Circle of Faith (ICOF) From the Office of the ICOF President Bernie L. Wade, Thd.

Dear Friend, I salute you in the name of the only Potentate, Jesus Christ; King of Kings and Lord of Lords, the only Name given under heaven whereby men must be saved. To Jesus we give honor, praise and glory for the things He has done. It is my great honor to address you from the office of the President of ICOF. Our forefathers left with us an expectation that we would take the body of Christ to higher heights and deeper depths of the Spirit of Christ. Let me remind our leadership that we are no longer little children. No longer are we only sons but we are also spiritual fathers in a world that needs the redemptive blood of Jesus Christ more than ever before, a world that is waiting for us to show them the spirit of a father! Remember when our Eternal Creator reflected on His plan to redeem mankind from himself and save us from our sins He said, “I will turn the heart of the Father to the children and the heart of the children to the Father”. It was the mission of Jesus Christ to put in force that plan. He accomplished His mission. It is our mission to continue to accomplish His will in the earth by raising up sons in the gospel and pointing them to His example! It is time for the Next Wave of the Holy Spirit to manifest in the earth! It remains as a testament to the will of our Lord and Savior to unite His people through His Spirit to become a force that, as the book of Acts proclaimed, would “…turn the World upside down!” As we go forward turning the world upside down with the demonstration and power of the Holy Spirit let this be our battle cry: “FULLFILLING THE PRAYER THAT JESUS PRAYED FOR HIS CHURCH THAT WE WOULD ALL BE ONE.” Our vision is to see “Jesus in the heart of every man, woman and child!” Jesus said, “In this world you will have tribulation, but let not your heart be troubled for I have OVERCOME THE WORLD!” THE TIME IS NOW! THE NEXT WAVE IS HERE! In the book of Revelation the Apostle John tells us that he saw a great multitude, which no man could number, of all nations, kindred, peoples and tongues, standing before the throne and before the Lamb, clothed with white robes and holding palm branches in their hands. This is the vision of the people of God standing before the throne of God. This is a vision of some of the Next Wave! WELCOME TO THE NEXT WAVE!! WELCOME TO THE INTERNATIONAL CIRCLE OF FAITH!

INTERNATIONAL CIRCLE OF FAITH GLOBAL NETWORK Washington DC • Abuja • Birmingham · London · Gold Coast · Santiago · Andhra Pradesh

administration@icof.net • http://www.icof.net · Phone: 502.410.4263

Membership in a worldwide network currently consisting of over 11 million constituents, 40,000 churches, ministers, ministries and para-church organizations working together. Largest multicultural leadership team in Pentecostal history. Your ministry maintains local autonomy. LEADERSHIP training and conferences. FIVE FOLD orientation. Discounted customized web site for your ministry. Access to ICOF I.T. Department. Your preaching/teaching, singing, etc. featured on ICOF TV. Listing of your ministry and your ministry web site. Membership in the Christian World Network (CWN). International, National, and Regional Conferences. Members of the Bishopric accessible to the members. Ministry Credentials. Educational accreditation for your ministry and/or Bible College. Womenâ&#x20AC;&#x17E;s Leadership. Anointed women of God are given flexibility to be used by the Holy Spirit in leadership. Women are not held back from their God given calling. Non-church Leadership. ICOF has a structure of leadership to assist, support, mentor and train persons who minister in other areas (i.e. Business, Para-church ministries, music, house churches, nursing homes, campus ministries, etc.)

International Circle of Faith Global Network… …The Next Wave!

History of ICOF Mission/Vision Statement MISSION The International Circle of Faith is a global group of ministers and ministries working in together to fulfill the prayer that Jesus prayed for his Church in John 17:21 that we would all be one. Unity in Diversity. VISION We seek to include all those who are willing to follow Jesus Christ; “Jesus Christ in the heart of every man, woman and child”. We know that Apostle John saw a people that no man could number out of every tribe, kindred, and nation under the heavens worshipping around the throne. We envision the culmination of this great vision happening on the earth with the people of God coming together in the manifestation of the greatest wave of the Holy Spirit.

History (Brief) The International Circle of Faith (ICOF) is the continuation of the outpouring of the Holy Spirit on the day of Pentecost. Since that time this same Holy Spirit has manifested itself in a number of „outpourings‟ or „movements‟. In the last 100 years there have been a number of notable such events; the outpouring in Topeka, Kansas in 1901, the subsequent outpouring at Azusa Street, the Latter Rain Movement in 1948 and the Charismatic movement in the 1970‟s. These historic events positioned believers for renewing, reawakening, revival and revitalization in the Body of Christ. After each of these there has been a concerted effort to control, preserve or contain the gains made, grieving and quenching the Holy Spirit through the traditions of men. The ICOF is focused rather on allowing this free flow of the Holy Spirit to continue and to be a conduit for such. We do not hold that we are the whole of the Body, nor do we exclude our fellow believers from participation based on religious documents. Rather we encourage those who believe that Jesus Christ is the manifestation of Almighty God to come and join hands and hearts with us as together we participate in the greatest move of the Holy Spirit the World has ever known.

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Using the great Apostle Paul as our guide, we welcome Jews and Greeks, men and women, bond and free to participate in our association. We envision the day when people from all kindred, tongues, tribes and nations come together in a marvelous display of the demonstration and power of the Holy Spirit. Like a mighty choir, this group will have one voice but will be made up of many individual parts. We see this wave focusing on the restoration of the Apostolic and we are positioned to be part of that wave. Welcome to the Next Wave! Welcome to the International Circle of Faith.

“Welcome to the Next Wave!” 4

2012

Dr. Robert Straube Vice President of ICOF Global Greetings! Praise Jesus! On behalf of the global directorship, welcome to the family of the International Circle of Faith Global Network (ICOF). When asked, Dr. Bernie Wade (President and International Presiding Bishop) condenses all that ICOF stands for in one simple statement, “ICOF is uniting the church through a paradigm shift from the traditional missionary approach, to a Kingdom building approach.” ICOF began working in each country with local ministers, forming independent ministerial groups for their nation. Today these groups are self-reliant, not waiting on some U.S. or European organization to give them direction. Utilizing Jesus’ gift to the church of the Five Fold Ministry defined in Ephesians 4:11-14, ICOF is a 21st Century movement of God, pursuing continuation of the apostolic message, authority, power and anointing around the world. ICOF’s roots can be traced to the outpourings of the Holy Spirit of the last century, from Azusa Street until today. Focusing on Jesus’ prayer for His church that we would all be one, ICOF members have united over 40,000 ministers; representing more than 11 million constituents, representing thousands of churches, hundreds of colleges, schools, orphanages & feeding programs, humanitarian aid organizations, missionaries and charities into a single cohesive, connected, and committed ministry. We encourage Apostles, Prophets, Pastors, Teachers and Evangelists to join hands and hearts with us. You can meet us at http://www.icof.net We look forward to meeting you! Blessings! Dr. Robert Straube – Chief of Staff, ICOF Global

The Next Wave International Circle of Faith 1/1/2012

ICOF BY-LAWS Article I.

ORGANIZATION AND PRINCIPLES

Doctrinal Statement This ministerial organization is founded on the belief that Jesus Christ is Lord and Savior, Who died on the cross for our sins and was raised from the dead so that He might give us eternal life. He calls all men to repentance and salvation through His saving grace so that He calls all those who believe on His Name to witness what they have seen, heard and known of Jesus Christ to the world, by both word and deed through the power of the Holy Spirit. Accordingly, a Doctrinal Statement/Statement of Faith has been adopted which is stated in the Constitution to which all those who serve this organization in any capacity, whether director, officer, permanent employee, volunteer or evangelistic worker, are expected to subscribe to, and continue to adhere to, as a general expression of their faith. Administrative Principles A statement of Administrative Principles and a Fund-Raising Ethics Code to govern the administration of the funds of the corporation, the general financial policy, and the handling of both income and expenses in accordance with sound and Christian practices have been adopted and are attached to and made a part of these By-Laws. Offices The ministry shall have, and continuously maintain, a registered office and a registered agent whose office is identical with such registered office; which is subject to change by the ICOF Congress (Board of Directors). The principal office (which need not be identical with the registered office) shall be located at 1701 Pennsylvania Avenue, Suite 300, Washington, DC 20006 and such other offices may be established as the ICOF Congress may determine.

Article II.

BOARD OF DIRECTORS

Section 2.01 Number and Qualification. The affairs of this corporation shall be managed and controlled by a Board of Directors which we call the ICOF Congress. This consists of not less than seven (7) members. Each Director must be living a commendable Christian life and fully subscribe to the Doctrinal Statement and the Statement of Administrative Principles, and be prepared to indicate such agreement with the Doctrinal Statement at the time of election or re-election by signing a form provided for that purpose. A Director should be a member in good standing of International Circle of Faith and have demonstrated a concern for other leaders and have proven fruit in their own ministries. Section 2.02 Election and Term. Directors shall serve for a term of two (2) years and may serve an unlimited number of consecutive terms. At the expiration of each Directorâ&#x20AC;&#x;s term, the remaining Directors, by majority vote, shall either reelect such retiring Director to the Board for another term or elect a successor to fill his place. Terms shall be fixed to insure a reasonable continuity with not more than one-third (1/3) of the terms expiring each year. All members of the Board shall be presented to a representative of the Congress of the International Circle of Faith for a witness of confidence. Section 2.03 Resignation, Removal and Vacancies. Any Director may resign at any time by giving written notice of such resignation to the Bishop/President and Board of Directors. After prayerful consideration, a Director may be removed from office by a two-thirds (3/4) affirmative vote of ICOF Congress. Section 2.04 Meetings, Chairman and Quorum a) Meetings. The ICOF Congress shall meet annually each year at such place and at such hour as it may determine for the purpose of electing new Directors as may be necessary and for the transaction of such other business as shall properly come before the meeting. 7

b) Regular meetings at more frequent intervals may be established by the Board at such times and places as it may determine. Special meetings of the Board may be called at the direction of the Bishop/President. c) Chairman. At all meetings of the Board, the President shall preside, or in his/her absence, the Vice-President shall preside. d) Quorum. At all meetings of the Board, regular, special or annual, a majority of the directors then elected and serving (except as otherwise provided in Section 8.01 of these By-Laws) shall constitute a quorum. At such meetings a majority of those present may decide any question coming before the meeting, except as otherwise prescribed by statute, the Articles of Incorporation of this corporation, the Constitution, or these ByLaws. e) Notice of Meetings. Unless otherwise provided by law or prescribed herein, written notice of all meetings of the Board of Directors shall be sent to each Director by mail or by email at his last known address not less than TEN (10) days prior to the day named for the meeting. The requirement of notice may be waived in writing, or if the Director is present at such meeting. Section 2.05 Voting a) Each director shall be entitled to one vote, in person and not by proxy, on all matters that come before the Board. However, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors, may be taken without a meeting, if a consent in writing, setting forth the action to be taken, shall be signed by ALL of the Directors. b) Such consent shall have the same force and effect as a unanimous vote and may be stated as such in the minutes and in any articles or document filed with the Secretary of State.

Section 2.06 Compensation Except as allowed for in these By-Laws and attachments, Directors as such shall not receive any stated salaries for their services; but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Let it be known that nothing herein contained shall be construed to preclude any director from serving the ministry of International Circle of Faith in any other capacity and receiving compensation therefore. Section 2.07 Powers and Authority (a) The Board of Directors shall be vested with all legal powers and authority necessary and normally incident to its duties in managing the business and affairs of the corporation and in effectuating the intents and purposes set forth in the Constitution. (b) No part of the net earnings of the corporation shall inure to the benefit of any Director or any private individual, and no part of the activities of the ministry shall be carrying on propaganda or otherwise attempting to influence legislation. Funds of this corporation may be expended only for the purposes set forth in the Constitution, Statement of Administrative Principles and Fund-Raising Ethics Code. (c) In exercising the powers herein granted, the Board may expend, distribute, use, apply, invest or reinvest either principal or income, whether the same be derived from gift, devise, bequest or otherwise; and the Board shall specifically have the power to purchase, borrow, sell, lease, let, mortgage, hypothecate, or otherwise dispose of any and all forms of property, real, personal or mixed, in managing the affairs of the corporation. (d) Contributions to the corporation shall be accepted by the Board of Directors only when any conditions attached thereto by the contributor are consistent with the purposes set forth in the Constitution.

Section 2.08 Checks and Drafts All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the ministry shall be signed by such officer, or officers, agent or agents of the ministry and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant to the Treasurer and countersigned by the President or Vice President of the corporation. Article III.

COMMITTEES AND ADVISORY COUNCILS

Section 3.01 Committees (a) Composition and General Powers. The Board of Directors may designate special committees to undertake special projects or to assist the Board of Directors in administering its decisions. Such special committees shall have only those powers, authority, and duties defined and granted to them by the Board. (b) The special committees will make recommendations to the Board of Directors but they are limited in power to only that which is delegated to them by the Board of Directors. (c) When a special committee is created, the Board of Directors will establish membership requirements including, but not limited to; qualifications, term of appointment to such committee, and termination criteria. (d) Removal and Term of Office. Any member of any committee (including the Executive Committee) may be removed by the Board or by the person or persons authorized to appoint such member; whenever in their judgment the best interests of the corporation shall be served by such removal. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. The chairman of each committee shall be appointed by the person or persons authorized to appoint the members thereof.

Article IV.

OFFICERS, EMPLOYEES AND TRANSACTION OF AFFAIRS

Section 4.01 General Provisions (a) Officers. The officers of the corporation shall be the President, Vice President, the Secretary, and the Treasurer. All officers will also be members of the Board of Directors. (b) Election and Term of Office. The officers of the corporation shall be elected for a term of two (2) years. Officers may also be appointed for life to the ICOF Congress with a unanimous vote by the ICOF Congress. (c) Removal. Officers may be removed at any time when in the judgment of a majority of the Board of Directors that person is no longer functioning in accordance with their prescribed duties. (d) Vacancies. A vacancy in any office because of death, resignation; disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. In the event of the sudden termination of the President through death, resignation or termination of office in accordance with these By-Laws, the successor President may be appointed by the President or selected by the drawing of lots from the ICOF International Congress. In the event of sudden termination of the President or in the case of sudden death, where no successor President has been named, a decision must be made within twenty one days by the ICOF Congress, during which time frame a season of corporate prayer and fasting should be engaged in by the Board of Directors in accordance with Acts 13:1-2, after which the newly appointed President will be selected by the drawing of lots from the members of the International Congress. Section 4.02 President The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation subject, however, to such delegation of authority to the whomever as may be directed by the President, or as may be specified in the By-Laws or by resolution of the Board. The President shall preside at all meetings of the Board of Directors and he/she will serve as a public spokesperson. The President may sign, with the attest of the Secretary or any other proper officer, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-

Laws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President. Section 4.03 Vice-President The Vice-President shall assist the President in the affairs of the corporation and do all such things as from time to time may be delegated to him by the President. The Vice-President will chair all meetings of the Board of Directors in the Presidentâ&#x20AC;&#x;s absence. Section 4.04 Secretary The Secretary shall keep the minutes of the meetings of the Board of Directors, give all notices in accordance with these By-Laws or as required by the law; be custodian of the corporate records, and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors. Section 4.05 Treasurer The Treasurer shall have charge and custody of and be responsible for the receipt, care, disbursement and disposition of all funds (monies and obligations received and paid or incurred for or on account of the corporation), property and securities of the corporation. The Treasurer shall keep accurate records of all payments and receipts and publish annual financial reports for the International Circle of Faith. The Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors. Additionally, he shall see that the books of the corporation are audited each year, as soon after the 31st day of December as practicable. Section 4.06 Compensation The officers of the corporation shall serve without compensation except in a reasonable amount for services rendered and as authorized by the Board of Directors, or as specifically allowed for in these Bylaws and attachments. Officers shall be entitled to reimbursement for expenses necessarily incurred in carrying out their duties as approved by the Board of Directors.

Section 4.07 Agents and Representatives The Board of Directors may appoint such agents and representatives of the ministry and with such powers to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as they may be consistent with these By-Laws and the Constitution to the extent authorized or permitted by law. Section 4.08 Contracts Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly for any purpose or to any amount. Section 4.09 Voting Upon Shares of Other Corporations Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meeting of shareholders of any corporation in which this corporation may hold shares, and at such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner, this corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other persons and may revoke any such powers as granted as its pleasure. Section 4.10 Corporate Seal The seal of the corporation shall be circular in form and shall bear outside the circle the words “International Circle of Faith” and within the circle, the numbers “1932.” The Board of Directors may change the form of the seal or the inscription thereon at its discretion.

Article V. DEDICATION OF PROPERTY & EARNINGS BY MINISTERIAL ACTIVITIES Section 5.01 Pledge of Properties The properties and assets of the corporation are pledged in perpetuity to carry on the evangelical missionary work and other purposes set out in these Bylaws and the Constitution of the ministry. Section 5.02 Vesting on Dissolution Dissolution of the fellowship will be determined by a two-thirds decision of the Board of Directors. In the event of dissolution of the corporation, the properties and assets of the corporation shall be transferred to and become vested in such organization or organizations, organized and operated exclusively to charitable, educational or religious purposes, as may be deemed by the Board of Directors most suitable and appropriate with regards to continuance of the evangelical missionary work and activities for which this corporation has been formed, and as may qualify as an exempt organization or organizations under the provision of the Internal Revenue Code, in accordance with the provisions of the Articles of Incorporation of this corporation. Section 5.03 Prohibition Against Sharing in Corporate Earnings No director, officer or employee of, or member of a committee of, or person connected with, the corporation, or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation. This shall not apply to the payment to any such person for reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors. Additionally, no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. Section 5.04 Investments The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and re-invest any funds held by it, according to the judgment of the Board of Directors, under its general powers specified in Section 2.08 of these By-Laws, without being restricted to the class of investments which a trustee is or may hereafter be permitted to make, or any similar restriction; provided, however, that no action shall be taken by or on 14

behalf of the corporation if such action is a prohibited transaction, or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. Section 5.05 Exempt Activities Notwithstanding any other provision of these By-Laws, no director, officer, employee or representative of the corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (C) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 (C) (2) of such code and regulations as they now exist or as they may hereafter be amended. Article VI.

Membership

Section 6.01 Membership Membership of the fellowship shall be determined, governed, and subject to the provisions of the Constitution. Section 6.02 Self- Dissolution It is the purpose of the fellowship to maintain the integrity of each local church. Each member shall recognize the spiritual oversight of the Bishop/President of International Circle of Faith (ICOF). The local church is self-governing, selfsupporting and self-propagating, limited only by the apostolic authority of the five fold ministry as vested in the ICOF Congress. The violation of any of the following limitations will be grounds for the dissolving of the fellowship with the local church:

Self-Governing. Because each church is self-governing, this fellowship will not govern local churches, except when failure to maintain purity, financial responsibility, ministerial integrity and doctrinal stability. During such times, the Pastor and/or Elders can request the Bishop to attend a meeting to provide counsel and guidance. Self-Supporting. Because each church is self-supporting, this fellowship will not financially support local churches nor their minister except in special cases. A financial committee or the Board of Directors will evaluate each new member or church needing financial assistance, and counsel will be provided.

Article VII.

LIMITATION OF LIABILITY: INDEMNITY

Section 7.01 Limitation of Liability No person shall be liable to the corporation on account of any action taken or omitted to be taken by him in good faith as a director, officer, member of a committee, agent or employee of the corporation, if in respect thereto he used or exercised the same degree of care and skill as a prudent man would have used or exercised under the circumstances in the conduct of his own affairs. Without limitation on the foregoing, any such person shall be deemed to have used and exercised such degree of care and skill if he took or omitted to take such action in reliance in good faith upon advice of counsel for the corporation, or reports or information made or furnished to the corporation by any of its officers, accountants, engineers, appraisers or other experts employed by the corporation and selected with reasonable care by the Board of Directors, an authorized officer, or committee of the corporation. Section 7.02 Indemnity The corporation shall indemnify and hold harmless each director, officer, member of a committee, agent or employee of the corporation and each person who at any time acted in such capacity and his heirs, devises, personal representatives and assigns, against all liability, loss, damage, judgments, expenses and cost (including attorneyâ&#x20AC;&#x;s fees) imposed on or incurred by him in connection with any claim asserted against him, by legal proceeding (civil or criminal) or otherwise by reason of his being or having been such director, officer, member of a committee, agent or employee of the corporation, except in relation to matters as to which he shall have been adjudged guilty of negligence or misconduct in the performance of his duty; provided, however, that the corporation shall be given reasonable notice of the assertion or institution of the claim or proceeding, and in the event the same shall be settled, in whole or in part, otherwise than by a judgment, the corporation or its counsel shall consent to such settlement and it shall be determined by its counsel or found by a majority of the Board of Directors then in office and not involved in such controversy, although less than a quorum, that such settlement was to the best interest of the corporation, and the person to be indemnified was not involved in such controversy, although less than a quorum, that such settlement was to the best interest of the corporation, and the person to the indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

If such corporation has not theretofore fully indemnified any such person, the court having jurisdiction of any action instituted by such person on his claim for indemnity, may assess indemnity against the corporation, or its receiver, trustee or successor, for the amount paid or to be paid by such person in satisfaction of any judgment or in settlement of any such claims (exclusive in either case of any amount paid by the corporation) and any expenses and costs (including attorneyâ&#x20AC;&#x;s fees) incurred by him in connection therewith to the extent that the court shall deem reasonable and equitable, provided that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought. Section 7.03 Rights Cumulative The provisions of this Article shall not be deemed exclusive or in limitation of, but shall be deemed cumulative of and in addition to any other limitation of liability or right of indemnity to which such director, officer, member of committee, agent or employee of the corporation may be otherwise entitled.

Article VIII. AMENDMENTS & ATTACHMENTS Section 8.01 Amendments (a) Amendments to these By-Laws may be made by a two-thirds (2/3) decision of the Board of Directors and after a confirmation decision of a majority of the ICOF members in good standing, who attend the meeting. Amendments shall be presented for confirmation decision at the annual International Circle of Faith Meeting, or a special meeting called for that particular purpose, with proper notice being given. All amendments must be in writing, acknowledged by the Bishop/President, and attested to by the Secretary. Section 8.02 Attachments (a) All attachments to these By-Laws are subject to the provisions therein and shall be deemed to be part of these By-Laws. They may be amended according to the terms of the provisions of Article 8.01 of these By-Laws.

2012

The following are attached hereto and made a part hereof: 1. Constitution of the International Circle of Faith (ICOF) 2. Statement of Administrative Principles; and 3. Fund-Raising Ethics Code Dr

ICOF CONGRESS International Executive Board Dr. Bernie L. Wade – President / Global Presider Dr. Robert Straube – Vice President / Chief of Staff Dr. John Rogers – Executive Vice President of Development Dr. Daniel Joseph Ubonabasi – Vice President of Development Pastor William Goins – Vice President of Internet Technology Pastor Bernie L. Wade II – Vice President of Construction Pastor Blanca E. Wade - Treasurer Pastor Rebecca R. Goins - Secretary Dr. Joseph Rankin – Bishop ICOF Africa / ICOF African Union Dr. Marcus Benson – Bishop ICOF Europe Dr. Leonard Barber – Bishop ICOF North America OPEN – Bishop ICOF South America Oceana Counsel Dr. Peter Mitchell Dr. Garnet Budge Dr. Phillip Torboe Asian Counsel Bishop Asher Peri – Bishop of India Bishop Riaz Sadiq – Bishop of South East Asia Bishop Herbert (Bing) Gadian – Bishop of the Philippines Bishop Dilshad Bhatti – Bishop of Pakistan Board of Regents Dr. Ray Young Dr. John Rogers Dr. Sam Matthews Dr. Charles Mwape Dr. Robert Straube Dr. Bernie L. Wade 19

The Next Wave International Circle of Faith 1/1/2012

CONSTITUTION OF THE INTERNATIONAL CIRCLE OF FAITH (ICOF)

NAME Section 1.01 The name of this shall be International Circle of Faith (ICOF). Dbaâ&#x20AC;&#x;s of this ministry include: International Circle of Faith Global Union, ICOF African Union, International Circle of Faith Colleges Seminaries and Universities (ICOF CSU), and other departments of ICOF as approved by the ICOF Congress. PURPOSE To bring global unity to the body of Christ fulfilling the prayer that Jesus prayed for the Church in the Gospel of John 17:21. To establish and maintain places of worship of Almighty God our Heavenly Father, and the Lord Jesus Christ, His only Begotten Son, through the Holy Spirit, and for the promotion of Christian fellowship and edification throughout the world. To obey in our capacity the Great Commission (Matt. 28:18-20, Mark 16:15-20; Acts 1:8; 8:4). To solicit, receive and maintain a fund or funds; real or personal property or both; to use and apply for whole or any part of the principal or income thereof; for the purpose of this Assembly and to assist missionaries or ministries in preaching the Gospel of Jesus Christ in any part of the world. To provide apostolic covering and means of accountability to local churches and ministries (Acts 16:4-5; I Corinthians 9:2).

To promote interaction and relationship between like-minded ministries (Rom. 12:5). To provide a context in which isolated ministers may experience a defined relationship and a larger identity (Ephesians 4:16). To draw together ministries that will form apostolic teams that will reach out to the nations of the world (Acts 13:1-3). To help strengthen and edify all member ministries and member churches (Acts 20:35). To be available to pastors and local church elders to help mediate church-related problems, as requested (Proverbs 11:14). To be involved in discipline of fellowship members when deemed necessary (Titus 1:10-13). To provide a forum where present truths can be pursued, encouraged, examined and judged in the light of scripture (II Peter 1:12; I Timothy 4:13; Acts 15:2). 2.9 To sponsor gatherings for mutual strengthening, deeper relationship and spiritual challenge (Hebrews 10:25). This fellowship will sponsor seminars for training in youth ministry, evangelism, education, missions, planting churches, etc. (II Timothy 4:1-2). To provide ordination for qualified candidates (Ephesians 3:7; Acts 13:2-3). To encourage and equip members to be strong in the five fold ministry, apostolic, prophetic, teaching, preaching, and evangelism. PEROGATIVES This International Circle of Faith shall have the right to govern itself according to the standards of the New Testament Scriptures. (Eph. 4:1-16; 1 Cor. 12:27-28). To have a membership that is determined by the ICOF Congress. To choose or call its fivefold Ministers (Pastors, Teachers, Evangelists, Prophets and Apostles), elect its officers, and handle other business pertaining to its life and conduct as a Ministry or Church.

To purchase or acquire by gift, bequest or otherwise (either directly or as Trustee) and to own, hold in trust, use, sell, convey, mortgage, lease, or otherwise dispose of any real estate or chattels as may be necessary for the furtherance of its purposes. All things should be done in accordance with its Constitution and Bylaws or as the same may be hereafter modified or amended. AFFILIATION While maintaining its inherent rights to sovereignty in the management of its own affairs, this Assembly shall voluntarily enter into cooperative fellowship with Assemblies of like precious faiths and doctrines in a cooperative environment in fulfillment of the prayer that Jesus prayed for His Church, that we would all be one. “That they all may be one as you Father are in Me and I in You. That they also may be one in Us, that the world may believe that You sent Me.” -- John 17:21

TENETS OF FAITH The ICOF accepts only the Holy Scriptures as the revealed will of God, the all sufficient rule for faith and practice and, for the purpose of maintaining general unity, it shall adopt a Statement of Fundamental Doctrines, namely: We believe in the operation of the gifts of the Spirit as enumerated in I Cor. 12:11 and as manifested in the Early Church. We believe in the Spirit-filled life, a life of separation from the world and the perfecting of holiness in the fear of God as an expression of the Christian faith (Ephesians 5:8; II Corinthians 6:14, 7:11). We believe in the healing of the body by divine power, or divine healing in its varied aspects as practiced in the Early Church (Acts 4:30; Romans 8:11; I Corinthians 12:9; James 5:14-15). We believe in the Table of the Lord, (commonly called Communion) and refer to this as The Lord‟s Supper for all believers (I Corinthians 11:28-32). We believe in eternal life for believers (John 3:16, 5:24) and eternal punishment for unbelievers (Mark 9:43-48; II Thessalonians 1:9; Revelation 20:10-15). 22

We believe in the reality and personality of Satan and eternal judgment of Satan and his angels (Matthew 25:41; Revelation 20:10-15). We believe that the Biblical form of church government is theocratic, consisting of a senior five-fold designated minister under apostolic authority, who qualifies on the basis of the call of God, spiritual life, domestic life, character, and ability to lead, along with plurality of eldership (I Timothy 3). We believe that marriage, as intended by God, the Father, exists only between man and woman. We do not accept the so-called â&#x20AC;&#x153;gay-rightsâ&#x20AC;? as an acceptable lifestyle for any follower of Jesus Christ as homosexuality is an abomination in the Sight of God (Romans 1). We believe that sexual relationships are to be held in the marital covenant between a man and a woman. We believe the Bible consisting of the sixty six books is the inspired Word of God, a revelation from God to man, the infallible rule of faith and conduct, and is superior to conscience and reason, but not contrary to reason (Heb. 4:12; 2 Pet. 1:20-21; 2 Tim. 3:15-17). We believe the One True God has revealed Himself as the eternally selfexistent, self-revealed "I AM", and has further revealed Himself as embodying the principles of relationship and association (Deut. 6:4; Is. 43:10-11; Matt. 28:19; Mark 12:29; Matt. 3:16-17; John14:16-17). We believe Man was created well and upright, for God said, "Let Us make man in our image, after our likeness". But man fell by voluntary transgression and his only hope of redemption is in Jesus Christ, the Son of God (Gen. 1:26-31; 3:1-7; Rom. 5:12- 21). We believe in the necessity of water baptism by immersion in the name of the Lord Jesus Christ, the Eternal Godhead in order to fulfill the command of Christ (Matthew 28:18-19; Acts 2:34-39; 10:47-48; 19:1-6). We believe in the baptism of the Holy Spirit as an experience subsequent to salvation with the Scriptural evidence, namely, speaking in other tongues as the Spirit gives utterance (Acts 2:1-4; 8:14-17; 10:44-46; Galatians 3:14-15).

ORDINANCES The ordinance of baptism by immersion, the Lord's Supper, the anointing of the sick with oil and laying on of hands for healing and the and the dedication of children shall be observed at stated times and whenever requested. (Matt. 19:1315, 28:19, Acts, 2:38; 1Cor, 11:23-25; James. 5:14-16) OFFICERS The officers of the ICOF shall be the President, Secretary, Treasurer and the ICOF Congress. No officer of the Board shall be allowed to hold more than one of the three essential offices President, Secretary and Treasurer. All officers of the Ministry must qualify according to the scriptural qualifications described in Acts 6:3 and I Timothy 3:8-13. No person shall be considered eligible for nomination as an officer of the official board if he has not been a member in good standing with the Ministry and is not of at least 18 years of age. The governing body of the International Circle of Faith shall be the ICOF Congress. MEMBERSHIP Individuals shall be eligible for membership in this Ministry who give evidence of personal living faith in the Lord Jesus Christ and who voluntarily subscribe to the Tenets of Faith and agree to be governed by the Constitution and By-Laws as herein stated. Membership shall be governed by the ICOF Congress of each nation where the Ministry has membership. In the absence of national leadership the Continental Congress will have jurisdiction. Membership is open to individuals, organizations, ministries, and church bodies. Each church seeking membership in International Circle of Faith shall submit its Bylaws and application for approval by the ICOF Congress before membership is accepted. All members must have a lifestyle consistent with the qualifications set forth for elders enumerated in I Timothy 3 and Titus 1 of the Holy Bible. All new members will be received in the following manner: 1. Candidates for membership must have had a relationship to an existing 24

Member before they can be considered for membership. Those without a relationship with a member can place an application which will be reviewed by the ICOF Congress for that nation. 2. Candidates for membership who are already affiliated with another organization are not required to surrender credentials. 3. Candidates for membership must complete an Application for Membership. 4. Candidates will make themselves available for a personal interview with members of the Membership Committee of the ICOF Congress. 5. The Membership Committee will review the application and make a final recommendation concerning the candidateâ&#x20AC;&#x;s approval or denial to the ICOF Congress or Bishop of that jurisdiction. 6. Candidates will be notified in writing as to membership status. 7. Candidates who are accepted for membership will receive a membership certificate indicating the same and their ordinance and confirmation into ICOF will take place at the Annual ICOF meeting. 8. All members shall tithe. 9. All members shall pay dues. 10 All members shall recognize and submit to the spiritual authority and oversight of the ICOF Congress.

MEETINGS Meetings for public worship shall be held on each Lord's Day and during the week as may be provided for under the direction of the locally sovereign ministry. There shall be an annual business meeting of the Ministry at which time the reports of all officers shall be read. Special business meetings of the Ministry may be called when necessary by the President, Secretary or by the majority of the Board after notice has been given by the President or by the Secretary.

Right of Initiative- Special business meetings may also be called by petition having been signed by not less than one-fourth of the voting membership, the petition to be placed in the hands of the President or the Secretary and announcement made of three weeks prior to the date of the meetings. Quorum- No record of any regular or special business meeting shall be made unless majority or more voting members shall be present to constitute a quorum. The Congress shall meet at least twice a year and the Executive Board shall meet monthly or at times as it deems necessary to conduct business of the ministry. No meeting other than official business meetings shall be called for the discussion of ministry business. Charges of misconduct shall be in writing and must be signed by the accuser before official action is taken. Upon finding proof of misconduct, the Congress may call a hearing and appropriate action be taken. No minutes shall be taken of these proceedings.

FINANCES The assembly shall be financed according to the scriptural method of Tithes and Offerings by the members and friends of the ministry. Ministerial members will also participate in an annual gift as directed by the national congress. (Mal. 3:10: Matt 23:23; Heb 7:4-9; 1 Cor. 16:1-2; 2 Cor. 9:6-15).

PROPERTY All property (real or chattel) shall be taken, held, sold, transferred or conveyed in the name of the Ministry. No real property of the ministry shall be sold, leased, mortgaged or otherwise alienated without authorization by at least a two-thirds majority vote by the membership at a regular or special business meeting of the Ministry, solely called for the purpose of consideration of the proposal.

Chattels of the value of $10,000.00 or more shall be subject to the same restrictions as given in Section 11.02 for real property. In order to expedite the business of the Ministry, the Congress shall have the right to dispose as they see fit of chattels, singly or in the aggregate, below the value of $10,000.00. The President and the Secretary of the Ministry shall certify in such conveyance, lease, or mortgage that the same has been duly authorized by the vote of the membership or by the official board if Section 3 applies. Such certificate shall be held to be conclusive evidence thereof. A listing of all chattels covered by Section 11.03 above of the value of $10,000.00 or more shall be listed and be presented by the Treasurer at each business meeting and included in the minutes of such meetings. In the event that the organization here in mentioned ceases to function as a Ministry, then the mentioned property, real or chattel may be disposed of and the entire proceeds shall be handed over to a religious, charitable organization similar in purpose in Article II, that is qualified for exemption under Sec. 501(c) (3), Internal Revenue Code. The official board is empowered with the authority to conduct this transaction upon the consent of two-thirds of the membership in a meeting specifically called to discuss this matter.

CHURCH DESIGNATION Affiliate Church: Churches which desire apostolic covering and affiliation with ICOF may become an affiliate church. The affiliate church will pay monthly dues to ICOF (equal to the Pastorâ&#x20AC;&#x;s tithe) which will be paid into the ICOF General Fund. The Pastor of each affiliate church will pay a monthly tithe to ICOF which shall be designated to the ICOF Tithe Account.

CONGRESS OF BISHOPS Given the apostolic nature of ICOF, there is more than one Bishop serving ICOF. A Bishop is usually one who functions in the Apostolic and exercises spiritual authority over a group of churches, ministers and ministries. A Bishop is a position of leadership and governance and is not of necessity a five-fold office. Bishop Bernie L. Wade shall be recognized as the Global Presiding Bishop of ICOF and the â&#x20AC;&#x17E;first among equalsâ&#x20AC;&#x; that make up the ICOF Congress of Bishop. ICOF Congress of Bishops is the governing body of the ICOF Ministerial Association. ICOF Congress of Bishops is part of the total governing body of ICOF which is the ICOF Congress. The ICOF Congress is key leadership from all departments of ICOF. Each nation working with ICOF has a National Congress. Each Continent has a Continental Congress consisting of National leaders. In the event of the death of the Presiding Bishop, a new preside may only be selected by this Biblical method; the drawing of lots. The lots will be drawn from members of the ICOF International Congress. This body consists of the Continental Bishops from each continent, the assistant Presiding Bishops, the vice President,

MEMBERSHIP REMOVAL OR WITHDRAWL A member church may be removed from the ICOF Fellowship if it is no longer in good standing. Additionally, a member or a church may be removed if the Board of Directors determines the ministry is no longer exemplifying the ideals of the Fellowship, it is no longer upholding the fundamental statements of faith or it is no longer demonstrating support for the operation of the Fellowship. Members or a church that have been removed can be reinstated with the recommendation of a Board of Directors member and a majority decision by the Board of Directors.

DISCIPLINE OF MEMBERS One of the purposes of the Fellowship is to help maintain purity of character and to provide an apostolic covering for like-minded ministers. For this reason discipline may be required with regard to certain members who fail to maintain the standards of the fellowship in personal purity, financial responsibility, ministerial integrity and doctrinal stability. Discipline will be handled on the basis of Matthew 18:15, and in the spirit of Galatians 6:1. If the Bishop/President and/or the Board of Directors determine that discipline is deemed necessary, the following events will occur:  A meeting with the Jurisdictional Bishop and one Board member will be held. In the event there is no change, the next step will follow.  A meeting with the Bishop, a member of ICOF Congress, and an Elder of that particular church will be held. In the event there is no change, the next step will follow.  The Bishop, in case of violation of ministerial ethics, will have the authority to address the situation in the local church (Matthew 18:17). In all cases, if there is no change, the Bishop may make any decisions deemed necessary for the ultimate purpose of maintaining the integrity of the ministry. Members of the fellowship may also be disciplined by removal from the ICOF if, in the judgment of the Board of Directors, such offenses are worthy. (Galatians 5:17-21). If a member is removed from the ICOF, The ICOF Congress will send a written notice of removal to the member in question, their church and their church Elders. A member who has been removed can be reinstated with the recommendation of the ICOF Congress.

APOSTOLIC COVERING

ICOF is a fivefold ministry. This meaning that we believe the fivefold (Apostles, Prophets, Pastors, Teachers and Evangelists) are all part of the Body of Christ today. For more information see The Next Wave, Restoration of the Charismata by Dr. Bernie L. Wade. The fivefold ministry of ICOF performs a plethora of duties. 29

They will be available to provide counseling to Fellowship members. They will be available to visit churches and impart strength to them. They will be available to elderships that need assistance in pulpit supply and selecting pastoral candidates. The Bishop/President will be available to local Church congregations and leaders. MINISTERIAL ETHICS Members in good standing, who desire to move to another ICOF affiliated church, shall request a letter of recommendation from the church they are leaving. Any accusation against an ICOF member should not be received unless it is through the method outlined in Scripture of first going to the offended. If then the issues is not resolved, then going to the congregation and only then will the matter be heard by the ICOF Congress or designate (Matthew 18:15-17).

AMENDMENTS Amendments to this Constitution may be made by a majority vote of the members of the Ministry who are in attendance at any regular or special meetings called for that purpose, provided that due notice be given three weeks prior to the proposed change.

INTERNATIONAL CIRCLE OF FAITH 1701 Pennsylvania Avenue, Suite 300, Washington DC 20006 Phone: 502.410.4263 (ICOF) â&#x20AC;˘ www.icof.net administration@icof.net 31