Chartering Resolution

LifeSpirit Congregational Church

Chartering Resolution

of the

LifeSpirit Theological Seminary

This Chartering Resolution is adopted as of the Sixth day of January, 2008.

Whereas the Church is a religious organization duly recognized under 26 USC 501(c)(3) by the Internal Revenue Service and the Trustees are incorporated as a religious organization in the State of New Jersey,

Whereas the Statutory and Case Law of New Jersey permit Churches to establish Seminaries without State Approval, “…seminaries are not subject to governmental supervision or accreditation by outside agencies... However, if a seminary or other religious educational institution decides to confer bachelor degrees upon its graduates, it must obtain a license…” (Goodwin v State)

Whereas the By-Laws of LCC provide that its Mission extends to educational activities and theological teachings as part of its Expressive Association,

Whereas the Trustees of LCC do hereby Resolve that the LifeSpirit Theological Seminary be established within LCC as a theological educational Seminary, and

Whereas the Seminary is an integrated Auxiliary of LCC under its nonprofit and exempt statuses, therefore,

There is hereby established a private, international non-governmental auxiliary known as the LifeSpirit Theological Seminary (herein, the Seminary) consisting of the Seminary and such Institutes as are hereby or may hereafter be established there under. The juridical location of the Seminary shall be in the State of New Jersey, United States of America or wherever the Governing Board shall from time to time determine by written Resolution, upon the request of the President of the Seminary and consent of the LCC Board of Trustees.

The Seminary is established exclusively for religious, charitable, educational and scientific research purposes.
1. The Mission of the Seminary is to provide Seminary-level theological education leading to post-bachelor degrees, with all honors, rights and privileges usually incident to them when granted in and by universities or the schools of theology in the United States.

i. Candidates for such post-Bachelor degrees must present proof of either completion of a four year undergraduate course of study, or its documented equivalent.

1. In the absence of either or both of these proofs of undergraduate study, the Seminary may, at the direction of the President of the Seminary and recommendation of the Dean the applicable Institute, with the approval of the Board of Trustees, choose to award such honorary or earned post-graduate degrees as it deems appropriate.

The Seminary or its Institutes may issue, to any person deemed qualified (and persons who have received a Bachelor Degree or equivalent from any accredited institution shall be so deemed):

i. The degree of Master or Doctor of Religious Science, Natural Health, Divinity or Sacred Theology, as may be appropriate in each case, upon the recommendation of a Dean of the Institute, approval by the President of the Seminary and the Board of Governors.

ii. Such Certificates of Completion or professional Certifications as may be deemed appropriate, based upon approved courses of study.

1. Candidates for such post-Bachelor degrees must present proof of either completion of a four year undergraduate course of study, or its documented equivalent.

a. In the absence of either or both of these proofs of undergraduate study, the Seminary may, at the direction of the President of the Seminary and recommendation of the Dean the applicable Institute, with the approval of the Board of Trustees choose to award such honorary or earned post-graduate degrees as it deems appropriate.

ii. The Seminary may also confer honorary degrees upon persons recommended therefore by any of the Deans or the President or Chairpersons of the Board of Governors or Advisors.

iii. Nothing contained herein shall be construed to authorize such an institution to confer a degree or diploma authorizing the practice of medicine, dentistry or law.

iv. Ordained Minister degree recipients, where appropriate, may engage in ministration to, or therapy of, the sick or suffering by prayer or spiritual means, whether gratuitously or for compensation, and without the use of any drug material remedy.

The primary governing body of the Seminary is the Board of Governors. The Board of Governors has overall oversight of the structure and mission of the Seminary and through the President of the Seminary, oversight of the operations and programs of the Seminary, and its future development and the day-to-day programs and activities. The President, with the consent of the Board of Governors, may invite appropriate persons to participate in a Board of Advisors to advise the President, Deans and Boards.

There is established within the Seminary the following Institutes:

i. Institute of Wholistic Theology

ii. Institute of Spiritual Theology

iii. Institute of Sacred Theology

Each Institute is an autonomous entity within the Seminary, governed by a Dean of the Institute appointed by President of the Seminary, upon approval by the Board of Governors; any Dean may be suspended or terminated for cause by the Board of Governors. Each Institute is authorized to apply for, accept and receive donations, bequests, gifts and grants. Additional Institutes may be established by Resolution of the Board of Governors, with the approval of the Church Trustees.

Appropriate persons may be invited by the President or Deans to participate in the Seminary or Institutes as Assistant Deans Professors and Lecturers, Advisors or Students. Such persons shall be appointed, and may be removed, by the relevant Dean upon approval by the Board of Governors. Each Dean shall designate one Assistant Dean as the Alternate to the Dean. The President and the Chairperson of the Board of Governors shall each be appointed by the Board of Governors, with the approval of the Church Trustees. The Chairperson of the Board of Advisors shall be nominated by the President of the Seminary and appointed or removed by the Board of Governors. The President and Church Trustees are ex officio members of the Boards. Voting rights in the Seminary are limited as provided herein.

Voting rights in the Boards of Governors and of Advisors are limited to the Church Trustees and the members of each. Assistant Deans, Professors, Lecturers and Student Representatives have equal voting rights in the Institute Assembly of each Institute, chaired by the appropriate Dean, under any Rules or Policies adopted by the Board of Governors to establish and govern the Assemblies (the Assemblies may recommend Rules and Policies to the President and the Board of Governors). The President and Governors may periodically convene a General Assembly of the Institutes. Meetings may be held electronically, as provided by Rules adopted by the Board of Governors.

The Seminary shall be directed and supervised by (a) the President of the Seminary (appointed by the Board of Governors, for ten year terms) and (b) the Board of Governors (consisting of 3 or more persons, chosen by a majority of the Trustees of the LCC, with the approval of a majority of the Elders of the Church, for five year terms) with joint authority to direct the affairs of the Seminary. The terms of the President, Deans and Governors shall continue until replaced by duly chosen successors. The Board of Governors shall act by majority vote. By duly adopted Rule, the Board may delegate specific functions, including the oversight and direction of specific activities, to individual Deans, Assistant Deans, Professors or Lecturers, under the general oversight of the President and appropriate Dean. The Board of Governors shall hold an Annual Meeting during June, or if appropriate, at other times of the year, and Special Meetings at the request of a majority of the Board or President. The Church Trustees shall be notified of any meetings of the Board, or the Institute Assemblies, and be provided with a copy of the minutes there of.

The President of the Seminary is the Chief Executive Officer and supervisor of the Seminary and shall oversee its educational and research activities, under Rules adopted by an absolute majority of the Board of Governors that are not inconsistent with this Charter. Rules and amendments thereto may be proposed by the President or a majority of the members of either Board of Governors or Advisors.

One Minister of the Church, appointed and removable by the Church Trustees shall be Chaplain of the Seminary and the Ecclesiastical Supervisor thereof. The Chaplain, or a Minister acting on behalf of the Chaplain, shall officiate at Seminary religious services, such as graduation ceremonies, shall offer Prayer for the Seminary and its members and shall issue Letters of Direction to any Graduate upon the request of any Dean, setting forth the Required Sacerdotal Expressive Association requirements of the ministry thereof.

The Board of Governors of the Seminary, or their duly appointed successors, subject to the oversight of the Elders and Trustees of the Church, shall have full and absolute power, control and authority over the activities and property of the Seminary, subject only to the limitations expressly stated in this Charter, including those expressed in this section, and to do following:

To purchase, lease or otherwise acquire real or other property, and to conserve or improve, or to sell, exchange, lease, mortgage, grant easements, pledge, or in any manner dispose of, encumber, improve or deal with the property of the Seminary or any part thereof or any interest therein, upon such terms and for such consideration as they deem proper; to accept the use of property of local units or other exempt bodies under such terms as the parties shall deem reasonable;
To contract, for royalties, license fees or otherwise, for the development and marketing of the Copyright materials, Trademarks, Patents and Intellectual Property of the Seminary, establishing and entering into appropriate Agreements and Title Holding limited liability entities, for passive income, on its own behalf and with others. Such contracts may include the Institutes of the Seminary where appropriate;

i. Such Copyright materials, Trademarks, Patents and Intellectual Property, developed by an individual Institute, shall remain the property of that Institute, and under its control.

To incur indebtedness, borrow, or lend money with or without security; enter into contracts of all kinds; execute, accept, discount, negotiate and deal in commercial paper, evidence of indebtedness and securities or options of all types whatsoever; to purchase or otherwise acquire gold, silver, precious materials and objects of all types; and execute conveyances, mortgages, security agreements, leases, and any other instruments, all on behalf of the Seminary only;
To incorporate the Seminary in such jurisdiction(s) as may be convenient and necessary for the proper functioning of the Seminary, as an integrated auxiliary of the Church; to apply for, accept and receive donations, bequests, gifts and grants;
To compromise or settle any suits, claims or demands, or waive any rights relating to the property of the Seminary, including its intellectual Property, and under the oversight of the President;
To sue, prosecute and defend any and all actions in Courts of Law or Equity and before Arbitration Tribunals, or elsewhere, affecting the Seminary or its property, including its Intellectual Property, and under the oversight of the President;
To appoint professors, lecturers, deans, associates, advisors, officers, agents, attorneys, brokers, accountants and ministers, providing the same (where appropriate) reasonable allowances, fees, commissions, salaries and expenses, as well as paying professional and other proper expenses (and to suspend any appointee, or terminate any appointee for cause) by the President and under the oversight of Board of Governors; to authorize, pursuant to NJSA 45:9-21, "the ministration to, or treatment of, the sick or suffering by prayer or spiritual means, whether gratuitously or for compensation, and without the use of any drug material remedy..." under Rules established by the Board of Governors;
To carry on the activities of the Seminary nationally and internationally, and to present, as a nongovernmental organization (NGO), its concerns to individuals, groups and organizations throughout the world, through the Board of Governors, and under the oversight of the President;
To establish:

i. Courses of study and professional requirements by Rule; to issue appropriate Certifications, Diplomas or Degrees to persons completing any Board-approved courses of professional study (and to issue, suspend or terminate any Certification for cause or revoke any Degree or Diploma for cause) under the oversight of the President;

ii. Peer-review and institutional review board (IRB) procedures, educational institutions, associations, an Ethics Code and procedures, under the oversight of the President (or to join such existing institutions as may provide such services),

iii. Or adopt forms and structures for professional practices. All Certifications, Diplomas and Degrees shall be issued by the Dean of the appropriate Institute (with honorary Degrees issued by the President of the Seminary) under the authority of the Board of Governors.

To sponsor annual or other periodic, public or private meetings of the Seminary for educational, literary or scientific research purposes, under the oversight of the President of the Seminary;
To establish, by Rule, peer-review research and educational journals and online facilities for the Seminary and for each Institute, providing for the appointment of editors and webmasters.

The following limitations shall apply to:

The activities of the Seminary, in so far as same are required by the United States Internal Revenue Code:

i. The Seminary shall carry on no activities not permitted to be carried on [1] by a body exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law) or [2] by a body, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law).

ii. No substantial part of the activities of the Seminary shall be carrying on propaganda or otherwise attempting to influence legislation, or participating in, or intervening in, any political campaign on behalf or any candidate for political office or public office.

iii. In the event of dissolution, all of the remaining assets and property of the Seminary shall, after necessary expenses, thereof, be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law), and the purposes of which are compatible with the purposes of the Seminary.

iv. No part of the income of the Seminary shall inure to the private benefit of any member, advisor, or official, or any private individual (except reasonable compensation for services to or for the Seminary) and no advisor or official of the Seminary, or any private individual, shall be entitled to share in the distribution of the assets on dissolution.

In determining compensation, the Seminary Board of Governors shall approve compensation arrangements in advance of paying compensation and document in writing the date and terms of approved compensation arrangements, record in writing the decision made by each individual who decided or voted on compensation arrangements, approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations, and record in writing both the information on which the Board relied to base the decision and its source. Furthermore, the Board shall adopt a standard Conflict of Interest Policy.

This Chartering Resolution may be amended only upon a written Resolution of the Board of Governors, proposed by the President or any two members of the Board and approved by the Board of Trustees of the LCC.

All disputes arising under, or involving the meaning of this Charter and the Rules, or among the students, Lecturers, members, assistants, associates, advisors, Seminary and its agencies, shall be settled by mediation and binding arbitration. Any such dispute may be referred by any party for binding arbitration pursuant to the Rules then in effect, and under the auspices of the International Chambers of Commerce, or such other arbitrator to which the parties may agree. The arbitration decision may be enforced in any tribunal of competent jurisdiction.

Unanimously adopted by the Board of Trustees of the LifeSpirit Congregational Church, upon approval by the Council of Elders, as of the Sixth day of January, 2008.

LifeSpirit Congregational Church

/s/ Kathy A. Greene

Chair of the Board of Trustees

Certified True Copy

Attest:

/s/ Ralph Fucetola

Secretary to the Board of Trustees

Prepared by: Ralph Fucetola JD

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