The following By Laws were amended by the Board of Directors on October 12, 1999.

ARTICLE I - Name

The Name of the Corporation is BOUNTIFUL CHRISTIAN FELLOWSHIP, Inc. Hereinafter known as "the Corporation".

ARTICLE II - Location and Geographic area served

The Corporation performs it's mission on a piece of property named Pine Tree Retreat located at 3664 HWY 70-A PRN, Princeton , NC. 27569. The post office address of the registered office in the State of North Carolina is: P.O. Box 714 Pine Level, NC. 27568 and serves Christians from all nations of the world.

ARTICLE III - Purposes

Section 1. The primary purpose of the Corporation is to provide facilities which will be a haven of rest and renewal for traveling Christians. Other purposes are to provide a learning center and facilities for Biblically-based teaching, worship, and recreation; providing opportunities for the development of the whole man: spirit, soul, and body. Section 2. The Corporation can buy, sell, mortgage and lease real estate and personal property and to do all other lawful acts in furtherance of said purpose or purposes. Section 3. It is a Corporation that does not contemplate financial gain or profit, incidental or otherwise. Section 4. The purpose of the Corporation shall be exclusively one or more of those described in Section 501 (C) (3) of the Internal Revenue Code of 1986.

ARTICLE IV - Terms of Existence

The term for which the Corporation is to exist is perpetual. Section 1. In the event that it becomes necessary to dissolve the Corporation, the procedure will be as follows: Item 1. In order to dissolve the Corporation, the Directors must vote unanimously in favor of dissolution. Item 2. Upon dissolution, all notes, loans, and accounts will be paid in full. If necessary, fixtures, real estate, securities, or other assets of the Corporation may be liquidated to generate monies to pay any and all outstanding charges. Item 3. After all financial obligations have been met and if assets remain they are to be distributed at the discretion of the Directors to tax exempt, non- profit Christian organizations.

ARTICLE V - Membership

The Corporation shall not have any members other than it's Board of Directors.

ARTICLE VI - Board of Directors

The initial Board of Directors consists of the original incorporators. The officers shall be a President, Vice-president, Secretary, Treasurer and such other officers and assistant officers as the needs of the Corporation may require. They shall be chosen by the Directors. Said officers shall comprise and shall be designated "The Board of Directors".

ARTICLE VII - Officers

Section 1. President. The President shall preside at all meetings of the Corporation and of the Board of Directors; appoint committees; with either the Secretary or Treasurer sign all written contracts, agreements of sale, notes, mortgages or other legal documents necessary to carry out the purposes of the corporation.

Section 2. Vice-President. In the absence of the President, the Vice-President shall perform the duties of the President. In the absence of the President and Vice-President, a meeting may elect its presiding officer. The Vice-President shall act as parliamentarian for the Board.

Section 3. Secretary. The Secretary shall give notice of all meetings of the Corporation and Directors, and shall keep minutes of such meetings. He shall mail a copy of the minutes of all meetings to members of the Board of Directors. He shall keep all records of the Corporation, except those entrusted to other officers. He shall conduct the correspondence and be the keeper of the Corporate seal and shall report to the Board of Directors the names of all Directors elected and all resignations. He shall perform all other duties usually pertaining to this office.

Section 4. Treasurer. The Treasurer shall collect all the fees, dues, assessments, or other monies belonging to the Corporation, and shall supervise the accounting of the Corporation's financial records and report thereon at the regular meetings of the Directors and at such other times required by the Board of Directors. His accounts shall be audited periodically in such manner as provided by the Board of Directors.

ARTICLE VIII - Committees

Section 1. Committees shall be established as needed to perform the various functions assigned to them. Such may include, but are not limited to: grounds, special events, publicity, fund raising, etc.

Section 2. The Committees of the Corporation shall have power, subject to the control of the Board of Directors, to make special rules for the government of their departments and to prescribe and endorse penalties for the violations of such rules. Committees shall consist of a minimum of three (3) persons. They shall incur no financial obligations in excess of the amount authorized by the Board of Directors or included in its Budget. Committees may be appointed by the President, or the Board of Directors as conditions and circumstances may warrant the same.

ARTICLE IX - Meetings

In August of each year there shall be held an annual meeting of the Board of Directors at the location determined by a vote of the Board members. General meetings may be called by the President as needed throughout the year. Written notice of all meetings shall be mailed to all Directors at least ten days but not more than fifty days prior to said meeting.

ARTICLE X - Quorum

At any meeting of the Board of Directors two-thirds (2/3) of the Directors shall constitute a quorum. In case of a tie, the Presiding Officer shall cast the deciding vote.

ARTICLE XI - Amendments

By-Laws may be adopted, amended or repealed by a two-thirds (2/3) majority vote of Directors present.

ARTICLE XII - Indemnification of Directors and Officers and Limitation of Directors' Personal Liability

Section 1. Personal Liability of Directors. The corporation shall indemnify to the full extent required by law, and may indemnify or agree to indemnify to the full extent permitted by law, any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or contemplated action, suit, or proceeding whether civil, criminal, administrative or investigative, by reason of that person's being or having been a director, officer, employee, or agent of the corporation or of any other enterprise at the request of the corporation. Notwithstanding the foregoing, the corporation has no obligation to purchase insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such. Such insurance may be provided by the corporation at the sole discretion of the Board of Directors.

Section 2. Limitation of Directors' Personal Liability. No director shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: ( 1) The director has breached or failed to perform the duties of his office relating to the standard of care and justifiable reliance; and (2) The breach of failure to perform constitutes self-dealing, willful misconduct or recklessness, PROVIDED, HOWEVER, that the provisions of this section shall not apply to: (1) the responsibility or liability of a director pursuant to any criminal statutes; or (2) the liability of a director for the payment of taxes pursuant to local, state, or federal law.

Section 3. Standard of Care of Directors and Justifiable Reliance by Directors. A director shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants or other persons as to matters to which the director reasonably believes to be within the professional or expert competence of such person; (3) a committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted. In discharging the duties of their respective positions, the Board of Directors, committees of the board, and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices of other establishments of the corporation are located, and other pertinent factors. The consideration of those factors shall not constitute a violation of the foregoing duties of the directors as set forth herein. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.