OSL By Laws

 

 The International Order of
St. Luke The Physician

 

BYLAWS... Revised 2005 and 2007

 

 

PREFACE

 

The objectives of the International Order of St. Luke the Physician are to bring about, among the Christian denominations, clergy, doctors and other medical personnel, and lay people, an increased understanding of spiritual healing and wholeness as an essential part of the teaching and practice of Jesus Christ as set forth in the New Testament, and to encourage believing Christians to understand that all believers may have an active part in Jesus’ healing ministry.

BYLAWS

Article I

MEMBERSHIP AND MEETINGS

Section 1- Classes of Members

There shall be five classes of members, Associate, Full; Life, Honorary; and Participatory. The qualifications for these classes are as follows:

A. Associate Members

Those persons who have completed the required course of study and have been not yet completed the required course of study nor been inducted as Full Members, whose dues are current.

B. Full Members

Those persons who have completed the required course of study and have been inducted under the rules of the Handbook of Christian Healing current at the time, and whose dues are current.

C. Life Members

Life Members shall be full members who have contributed a fixed sum to the work of the Order, such sum to be determined annually by the Board of Directors.  Because of the savings of mailing costs, the board in its discretion may fix a reduced amount from two individual life memberships to a couple receiving OSL mailings at the same address.

D. Honorary Members

Persons who for reasons of their service to the Order are so designated by action of the Board. Such members will not be subject to dues, shall have the privileges of full membership and will receive “Sharing” Magazine. The list of such members shall be reviewed annually.

E. Participatory Members

No person seriously desiring membership in, able and willing to do the work of the Order shall be denied the privilege of membership because of inability to pay the stated cost. Conveners, or Chaplains, of Chapters are authorized to make arrangements for such persons to participate in chapter activities, subject to annual review of the suitability of the arrangements.

F. Only members as defined by this section shall be entitled to vote in all meetings and elections of the Order at the National, Regional or Local level.

Section 2- Annual Meeting

The Annual Meeting of members shall be at a time and place designated by the North American Director, with the approval of the Board of Directors. Notice of the Annual Meeting shall be sent to the members at least 40 days prior to the appointed date by publication in “Sharing” Magazine. All members

in good standing shall be entitled to attend the Annual Meeting, and to vote.

1. The business of the Annual Meeting shall include:

a. Receiving the minutes of the last Annual Meeting.

b. Receiving the Report of the Treasurer, including a full report of the preceding fiscal year’s business together with the budget adopted by the Board of Directors for the current fiscal year.

c. Receiving the appropriate annual reports, including those of the North American Director and other officers.

d. Acting on proposals to amend or revise the Articles of Incorporation.

e. Receiving reports of any mail ballots since the last meeting of the membership.

f. Consideration of all such other business as may properly come before the Annual Meeting.

2. The current issue of Robert’s Rules of Order shall govern the Order in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, any Special Rules of Order which the Order of St. Luke may adopt, or any statutes applicable to this organization.

Section 3- Special Meetings

Special Meetings of the membership of the Order may be called at any time by the North American Director, a Regional Director appointed by the North American Director to act for him, the President of the Corporation, or 50 or more Members of the Order of St. Luke in good standing. Notice of the time and

place for such meetings, which shall be designated by the Board of Directors, shall be given at least 30 days in advance by publication in “Sharing” Magazine, or by mail notice to the entire membership.

Section 4- Quorum

Not less than 50 members in good standing must be present to constitute a quorum at any Annual or Special Meeting of the members of the Order.

Article II

BOARD OF DIRECTORS

Section 1 - Powers and Duties

The Board of Directors shall be responsible for and shall control the corporate affairs of the Order in accordance with the Articles of Incorporation, the Bylaws, and the laws of the State of Incorporation.

It shall present a budget to the membership at the Annual Meeting.

Section2 - Number and Qualification

There shall be eight but not more than nine members of the Board: the North American Director and seven, but not more than eight others, who shall be Full Members of the Order in good standing for the preceding four years, elected as provided in Section 3 of this Article. The Editor of “Sharing” Magazine, the Executive Assistant to the North American Director and the Executive Chaplain, if these latter two positions have been filled, the Director, OSL Resource Office (OSL), the North American OSL Office Manager, the President of the Schools of Pastoral Care and one member of the Executive Committee of the North American Council of Regional Directors are authorized to participate in meetings of the Board with voice but without vote.

Section 3 - Selection and Tenure

With the exception of the North American Director, who shall be elected as provided in Article IV, Section 1, members of the Board of Directors shall be elected for four-year terms to begin 2008. At the annual election, two directors shall be elected for the full term; directors shall be elected to fill any vacancies which may exist for the remaining term of a director whose position has become vacant; and in addition, the Board may elect one or two Director(s) At Large to serve for four years. The nomination procedure shall be as follows:

a. Each year, a Nominating Committee of four Full Members shall be appointed by the Board, two of whom shall be members of the Board and two of whom shall be members of the North American Council of Regional Directors. The Board shall designate the Chairman.

b. Seats on the Board of Directors shall be designated by the date of the year in which their full term ends. One of the two seats for the term ending in 1988, and every four years thereafter, is hereby designated to be filled only by a qualified member of the Order who is a resident of Canada, only members

of the Order who are residents of Canada may be nominated for this seat. The Nominating Committee may nominate members of the Order who are residents of Canada for other seats in addition to the designated Canadian seat.

c. Unless the Board shall decide on a different method of informing the Membership, the Board shall cause to be published in the January issue of “Sharing” Magazine each year a notice that recommendations for nomination to the Board will be received up to the first of April, each nomination to include at least the following year of induction into the Order; Chapter and Regional activities within the Order, name of Church and Denomination, activities in the healing ministry, and consent to serve if elected.

d. The Nominating Committee shall exercise its judgment in selecting a slate of nominees, and may initiate recommendations in addition to those received under Part “c” hereof. As soon as convenient after April first, but not later than July first, the Nominating Committee shall nominate at least two persons for each vacancy which is to occur on the Board in developing nominations, the Nominating Committee shall take into consideration: (1) the recommendations received from the membership; (2) the provisions of Part “b” of this

Section concerning the designated Canadian seat on the Board, (3) the recommendations initiated by the Nominating Committee, and (4) the need for representation on the Board of different geographic areas.

e. As soon as feasible after the Nominating Committee has made its nominations, but not later than September first, the North American OSL, office shall cause a ballot to be distributed by mail to the entire membership of the Order. The ballot or other mailing shall furnish the biographical information about each candidate specified in this Section, and the Ballot shall include a space for a write-in candidate, shall include the date by which the ballot shall be returned, and shall include an envelope for return of the ballot preaddressed to a Certified Public Accountant or firm selected by the Board.

f. Upon expiration of the time prescribed for balloting, the OSL Office shall request the Certified Public Accountant or accounting firm selected by the Board to count the ballots and attest the totals. Determination of those elected shall be decided in accordance with the following guidelines. For a year when candidates for the designated Canadian seat is to be filled, the individual among the candidates for the designated Canadian seat who receives the highest number of votes shall be elected to fill the full term for that seat. For other seats, the nominee or nominees receiving the highest number of votes shall be the ones elected. Other vacancies for partial terms shall be filled by nominees receiving the next highest number of votes respectively, provided, that if partial term is for the designated Canadian seat, only members of the Order who are residents of Canada may be elected. The results of the election shall be announced in the next regular issue of “Sharing” Magazine. The terms of persons elected under this Section shall begin at the first meeting of the Board of Directors following their election.

g. No elected Board members shall serve more than two consecutive full terms. A member who has previously served two consecutive full terms shall be eligible for nomination after a lapse of two years.

Section 4 - Vacancies

Vacancies shall be filled by unanimous vote of the Board until the next annual mail ballot, at which time vacancies shall be filled in accordance with Section 3 of this Article; provided that if the vacancy is in the designated Canadian seat, only a member of the Order who is a resident of Canada may be elected by the Board to fill the vacancy.

Section 5 - Meetings

The Board of Directors shall meet at least once a year in addition to its meetings held in conjunction with the Annual Meeting of the Order. It shall not meet during a meeting of the North American Council of Regional Directors or its Executive Committee. Any member of the Board of Directors may be removed for just 

cause. Notice of regular Board meetings, indicating time and place, shall be sent to Board Members thirty days in advance by letter, telegram, or phone call, and minutes of all Board Meetings shall be mailed to Board Members and to all Regional Directors as soon as possible after Board Meetings. Special meetings may be called by the North American Director, the President, or any four members of the Board, on ten days’ notice. Voting may be by mail, with five votes required to carry a motion, or by telephone conference

call with the votes cast by each member confirmed in writing by each member participating in the conference call.

Section 6 - Duties and Powers

The corporate duties and powers of the Board shall be defined as follows:

a. To elect those persons who shall act as President, Vice President, Secretary, and Treasurer; to direct the business affairs of the corporation; to make contracts with employees or other persons, firms, or corporations; to conduct the affairs of the Order in accordance with the budget adopted according

to Article VI, Section 2; to authorize the investment and reinvestment of the assets of the corporation, and to be responsible for the management thereof, and to require that the Treasurer and those appointed by the Board to handle the money of the Order be bonded by a recognized surely firm.

b. To support and implement policy and program as set by the membership, the North American Director, and the North American Council of Regional Directors.  To be responsible for the financial management of  the OSL Resource Office (including the Tape Library). “Sharing” Magazine, and other subsidiary operations that may be created.

Section 7 - Quorum

A majority of the Board members shall constitute a quorum for the transaction of business; and a majority vote of the quorum shall prevail.

Article III

OFFICERS

Section 1 - Election and Tenure

The officers of the corporation shall be the President; the Vice President; the Secretary, all of whom shall be Directors of the Corporation, and the Treasurer. The officers shall be elected for one year terms by a majority vote of the members of the Board, such terms to commence at the first meeting of the Board following the annual election. Each shall serve until resignation or removal, or until a successor shall have been elected. The North American Director shall be elected as provided in Article IV, Section 1. No person

shall hold more than one office at one time in the Corporation.

Section 2 - Chairman of the Council of Regional Directors

The Chairman of the Council of Regional Directors shall be the North American Director of the Order, who is responsible for leading the Order in carrying out the objectives of the Order; subject to the control by the  Board of Directors, the North American Director shall be the administrative director of the business affairs and officers of the corporation; shall preside at the Annual Meeting, and other meetings of the membership; shall fulfill all the duties of North American Director as set forth in these Bylaws; and, when the occasion requires, shall be the principal spokesperson for the Order.

Section 3 - President

The President shall lead the Board in fulfilling the corporate duties of the Board as set forth in Article II.

The President shall preside at meetings of the Board; shall be a voting member of all committees of the Board, including the Executive Committee, if any; shall have the general powers and duties of business

management necessary for the conducting of corporate affairs; and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 4 - Vice President

In the absence or disability of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers and responsibilities of, and be subject to the restrictions upon, the President. The Vice President shall have such other duties as may be prescribed by the

Board.

Section 5 - Secretary

The Secretary shall keep, or cause to be kept, at such locations as the Board of Directors may order, minutes of all meetings of the Directors, Annual Meetings, and special meetings of the general membership. These records will show the time and place of the meeting, whether regular or special, and, if special, how authorized and notice thereof given, the names of those present at meetings of the Board of Directors; the numbers of Members present at the Annual Meeting or any Special Meeting of the general membership; and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the location designated

by the Board, the names of the Members of the corporation and the seal of the corporation. The Secretary shall give, or cause to be given, notices of Annual Meetings, any special meetings of the general membership, and all meetings of the Board of Directors and shall cause ballots to be mailed by the OSL Office, and election results tallied, as provided in Article II, Section 3, and Article IV, Section 1. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board, or the Bylaws. The records of the Secretary shall be open to inspection by members of the Order. The Board may authorize the Secretary to secure an assistant to assist in performing the duties of the office.

Section 6 - Treasurer

The Treasurer shall be a Full Member of the Order in good standing for the preceding three years. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of the assets, liabilities,

receipts, disbursements, gains and losses. The books of account shall at all reasonable times be open to inspection by any member of the Board of Directors. The Treasurer shall deposit all moneys and other valuables in the name of, and to the credit of, the corporation with such depositories as may be designated by the Board; shall disburse funds of the corporation as may be budgeted and ordered by the Board, shall render to the President and the Directors, whenever they request it, and account of all transactions by the Treasurer and of the financial condition of the corporation; and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. Any investment or reinvestment of corporate funds shall be made only with the written consent or direction of the Board. The Board may authorize the Treasurer to secure an assistant to assist in performing the duties of the office.

Section 7 - Commissions

Upon the recommendation of the Board or the North American Council of Regional Directors, the Board may appoint Commissions or Committees to assist in furthering the work of the order. Such Commissions or Committees shall have the duties which are established from time to time by the Board, and shall serve for such period of time as the Board may designate. The chairman of such Commission or Committee may be authorized by the Board to attend meetings of the Board, with voice but not vote, when attendance is needed for the work of such Commission or Committee.

Article IV

NORTH AMERICAN DIRECTOR AND

NORTH AMERICAN Council of Regional Directors

Section 1 - The North American Director

A. Qualifications. The North American Director shall be an ordained clergyperson who has been active as a Full Member of the Order for not less than the preceding three years, an acknowledged leader of spiritual, moral, and intellectual stature, whose mind and will are centered in commitment to Jesus Christ, Savior and Healer, Divine Son of God. The Director shall be inducted into office at an Annual Meeting by the laying on of hands of Regional Directors, in the name of Jesus Christ.

B. Nomination and Election. In a year prior to a year in which the North American Director’s term is to end, the Nominating Committee provided for in Article II, Section 3, shall act as a committee to screen candidates for the post of North American Director. Promptly after the first of November, but not later than the first of January, the results of their deliberations shall be submitted to the North American Director and the President of the Board of Directors. The OSL Office Manger shall cause a mail ballot to be sent to all the members of both the Board of Directors and the Council of Regional Directors. The Ballot or other mailing shall provide biographical information and the address(es) of the nominee(s). The ballot shall be returned to the Certified Public Accountant designated by the Board of Directors no later than the first of March. Upon completion of the time prescribed, the Certified Public Accountant shall count the ballots and attest the totals. When a ballot contains more than one name, the nominee receiving a plurality of all votes cast shall be elected. In the event that a ballot contains only one name, that nominee must receive two-thirds of the

votes cast by both the Council of Regional Directors and, separately, the Board of Directors. The term of the North American Director-elect shall begin at the Annual Meeting next after the election.

C. Term and Office. The North American Director’s term of office shall be eight years, except in the case of resignation, removal, retirement or death. The incumbent may succeed in office for one additional term, the length of such additional term to be negotiated with the officers of the Board of Directors and approved by a majority of the Board of Directors and the Council of Regional Directors, voting separately, at the time of the Annual Meeting in the year preceding the end of the first-term. The North American Director may be

removed from office for just cause. In the case of resignation, removal or death, a Regional Director or a former Regional Director designated by the current Board of Directors shall hold office until the election of a North American Director as provided in Section 1.B., above.

D. Duties and Responsibilities. The North American Director shall act as Chairman of the Board of Directors and Chief Missioner of the Order, and shall be primarily responsible also for spiritual policy and leadership, which includes the following:

a. As Chief Missioner of the Order, to conduct healing missions at large, and to promote the work of the Order throughout the United States and Canada.

b. To set policy to meet the objectives of the Order.

c. To develop leadership.

d. To arrange for the preparation of teaching and training materials.

e. To appoint and reappoint missioners (clergy and lay) and to provide for their training.

f. To encourage attendance at “Schools of Pastoral Care,” and similar training opportunities.

g. To encourage regional healing conferences, and to spread the teachings of the Order.

h. To plan missionary outreach into areas untouched by the Order.

i. To plan denominational outreach by appointment of denominational representatives, or in such other ways as are appropriate, and by providing promotional materials.

j. To provide guidance for Chaplains and Conveners through a quarterly newsletter or such other ways as are appropriate.

k. To authorize appointment of ordained ministers who are members of the Order to serve as Chaplains. Non-members may be appointed Acting Chaplains until they qualify and are inducted into Full Membership.

l. To appoint the Editor of “Sharing” Magazine, and the Director of the OSL Resource Office, with the concurrence of the North American Council of Regional Directors and the Board of Directors. To have overall responsibility for editorial policy.

E. Executive Assistant. The North American Director may appoint an Executive Assistant who, upon approval by the North American Council of Regional Directors, shall serve under the direction of the North American Director, and shall perform such duties as the North American Director may assign to aid the

North American Director in furthering the work of the Order. Any salary and expenses shall be as determined by the Board of Directors.

F. Executive Chaplain. The North American Director may appoint an Executive Chaplain who, upon approval by the North American Council of Regional Directors, shall be a member of the Executive Committee of the North American Council of Regional Directors and shall serve under the direction of the North American Director to recruit and train chaplains, to nurture the work of the chaplains, and to assist the North American Director in other ways as assigned.

G. Annual Meeting. The North American Director shall, with the assistance of the Executive Committee of the North American Council of Regional Directors, be responsible for planning and arranging the Annual Meeting and accompanying healing conferences, and shall coordinate financial plans for the same with the

Board of Directors.

H. Directors Emeritus. With the concurrence of the North American Council of Regional Directors, the North American Director may appoint Warden or Directors Emeritus depending upon the title previously held by such persons. Warden/Director Emeritus shall hold healing missions and promote the holding of such missions among the Chapters.

I. Salary. The North American Director may be employed at a salary and expense account determined by the Board of Directors and in accordance with the budget.

Section 1.B. and C., revised November 2001

Section 2. - Regional Directors

Unless the Bylaws adopted by an individual Region provide for a different method of nomination and election, candidates for Regional Director shall be nominated by the Regional Council of a Region and elected by the members of the Order in good standing who re resident within that Region by mail ballot,

if a Region adopts a method of election other than mail ballot, the Region shall provide an opportunity for members to vote by absentee ballot Upon election, Regional Directors become members of the North American Council of Regional Directors. A Regional Director or the Chairperson and Area Directorate shall be ordained clergy or a lay person who must have the same qualifications as required for the North American Director, with the exception of ordination. The nomination of the Regional Director or Chair of the Regional Directorate shall be approved by the Board of Directors. The term of office shall be three years, and the Regional Director may be reelected only once. After a lapse of two years, a previous Regional Director shall again be eligible to serve. A Regional Council shall be formed to help in the work, and to plan a Regional Conference and business meeting. A Regional Director shall take office one month following the Regional election, or at the Regional Conference next following the election, whichever shall occur first. Should no election for a Regional Director be held by a Region, the North American Director may appoint

an Acting Regional Director to serve until an election can be held.

Section 3 - The North American Council of Regional Directors

The North American Council of Regional Directors shall be composed of the North American Director, the President of the Corporation, the Executive Chaplain, if any, the Regional Directors, and one delegate (clergy or lay) elected from each of the several Regions, to assist the North American Director in planning and implementing the spiritual program of the Order. The Council shall be under the chairmanship of the North American Director, or an acting Regional Director who shall perform the duties set forth in these Bylaws. The North American Director may appoint committees as needed for carrying on the work of the Council. The Council shall meet immediately before, or immediately after, the Annual Meeting of the Order, or on call of the North American Director. The Council shall include as members, with voice but without vote, the Executive Assistant to the North American Director, former national Directors and Vice Directors, and the Editor of “Sharing” Magazine. The North American Director shall appoint an Executive Committee of the Council, one of whom may be the Executive Chaplain, and may call meetings of such a Committee, to advise concerning all phases of the work of the Order, and to perform the duties set forth in these Bylaws. The Committee shall appoint, annually, a member to participate in meetings of the Board of Directors, as provided in Article II, Section 2.

Article V

REGIONS AND CHAPTERS

Section 1 - Regions

A. Regional Areas shall be geographical divisions designated by the North American Director and the North American Council of Regional Directors, and shall be under the direction of a Regional Director. Each region shall hold an Annual Healing Conference and business meeting. In addition to electing the Regional

Director, each Region shall elect one delegate to the North American Council of Regional Directors, clergy or lay, for three year terms, so arranged that the Regional Director and the delegates are elected for different terms. Ballots for Regional Director and for delegate to the North American Council of Regional Directors shall provide for more than one candidate for each vacancy to be filled. Elected delegates to

the North American Council of Regional Directors shall take office at the Annual Meeting following their election.

B. Each Region shall be governed by its Regional Director and Regional Council, which shall include the elected delegate to the North American Council of Regional Directors plus a representative from at least four chapters within the Region. Regional Directors and Regional Councils do not have the authority to incur financial obligations in the name of the Corporation. Regions and Chapters may not use the North American Order’s Federal Tax identification Number.

C. Each Region is to seek to fulfill the objectives of the Order, cooperating with neighboring Regions when feasible. Missioners from without a Region, when sponsored by the Order, should have the approval of the

Regional Director.

Section 2 - Chapters

A chapter of the Order may be formed by a minimum of five active members, or five who will be active, in a local area, plus a clergyperson to serve as chaplain. Regional Directors have authority to authorize the forming of a chapter. A general aim of the Order is to have at least one chapter in every county. Each chapter shall elect such officers as may be needed for terms as set forth in the current OSL Handbook. Chapters shall annually elect, or affirm the election of the Chapter Consulting Chaplain. Chapter officers may be lay or clergy. All Chapter Officers shall be members of the Order as defined by Article I, Section 1. Guidelines for chapter operation will be set forth from time to time in the OSL Handbook. A Chaplain must be an ordained minister who is a member of the Order of St. Luke in good standing, an acknowledged leader of spiritual, moral, and intellectual character, whose mind and will are centered in commitment to Jesus Christ as Savior, Healer, and Divine Son of God, and who accepts the “Basic Concepts of Christian Healing” as set forth by the Order in the Handbook.

Section 3 - Duties of Chaplains

Chaplains shall serve as advisor for Associate Members; encourage the active participation of Full members, conduct services of healing, officiate at services of induction; serve as the spiritual advisor for a chapter in matters of policy, program, and teaching; be the spiritual leader of the chapter.

Article VI

FINANCE AND MEMBERSHIP DUES

Section 1 - Dues

The dues for membership, payable annually, shall be determined from time to time by the vote of the membership on recommendation by the Board of Directors. A portion of these dues is to be remitted to the Regions, in amounts as determined by the Board.

Section 2 - Budget

The Board shall prepare and adopt a budget for each fiscal year. When circumstances warrant, the Board may authorize, during a fiscal year, changes in the budget for that year, or changes between line items in the budget, or expenditures above those originally approved. In preparing each annual

budget, the Board shall take into consideration past annual expenditures, and anticipate income.  Opportunity to discuss the budget shall be provided at the Annual Meeting.

Section 3 - Fund Accountability for North American Annual Conferences

The following policy governs fund accountability for North American Annual Conferences.

All surplus moneys generated following a Conference, as shown by the financial statement to be provided to the OSL. Office by the Host Region will be distributed as follows: One-half to the OSL Office and one-half to be retained by the Host Region. Any loss will be assumed by the OSL Office.

Article VII

PUBLICATIONS

Section 1 - “Sharing” Magazine

The Magazine “Sharing” is the official magazine for members of the Order. The Editor of “Sharing” Magazine, who shall be editorially responsible to the North American Director, shall be appointed by the North American Director, with the consent of the North American Council of Regional Directors and the Board of Directors. The Editor’s contract shall be with the Corporate Board. There shall be an Editorial Board for “Sharing” Magazine, to assist the Editor in determining policy, in gathering material for the magazine, and in promoting increased circulation. This Board shall serve annually, and shall consist

of.

1. The North American Director, or the Director’s designee, who shall be chairman.

2. A member designated by the Board of Directors.

3. One other member appointed by the Board from the North American Council of Regional Directors.

Section 2 - The Handbooks

The Handbooks of the Order shall be the OSL Handbook which shall be edited from time to time by the North American Director, assisted by the North American Council of Regional Directors. Other handbooks may be developed for special ministries.

Section 3 - Other Publications

Pamphlets, tracts, and articles may be issued or approved from time to time by the North American Director and the North American Council of Regional Directors, which may be deemed of value to the members of the Order and to the work of the Order.

Article VIII

CORPORATE RECORDS AND REPORTS

Section 1 - Records

The Corporation shall maintain adequate and correct accounts, books, and records of its business and properties. All of such books, records, and accounts shall be kept at its principal place of business, as fixed by the Board of Directors.

Section 2 - Inspection of Books and Records

All books and records provided for in Section 3003 of the General Corporations Code of California shall be opened to inspection of the Directors and members, from time to time, and in the manner provided in said Section 3003.

Section 3 - Certification and Inspection of Bylaws

The original or a copy of the Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members of the Order, as provided in Section 502 of the General Corporations Code of California.

Section 4 - Annual Financial Statement

A Certified Public Accountant, selected by the Board, shall annually review and attest the financial record keeping of the Order.

Article IX

MISCELLANEOUS

Section 1 - Checks, Drafts, Etc.

All checks, drafts, or other orders fro payment of money, notes, or other evidences of indebtedness, issued in the name of, or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner, as shall be determined by resolution of the Board of Directors.

Section 2 - Contracts, etc., How Executed

The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent, or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power of authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any amount.

Section 3 - Fiscal Year

The fiscal year of the corporation shall be from January 1st through December 31st.

Section 4 - Emblem

The emblem of the Order is a cross with a circle, which together make an acrostic. The motto is in Latin, “Jesu esto mihi Jesus, dux, lux, rex, lex.” The Dux is always worn and shown at the top of the emblem. No person is authorized to use the emblem without the authority of the Board of Directors, as the emblem is a registered “trademark” with the United States Patent Office. Only the current a North American Director, former North American Directors, and current and former members of the Board of Directors (elected and adjunct) may wear the gold or the gold and red enamel medallions.

Section 5 - Geographic Area

These Bylaws shall govern the Order of St. Luke the Physician in North America only.

Article X

AMENDMENT OF BYLAWS

Except for provisions concerning (a) the number of members of the Board of Directors, their term of office and their manner of election; (b) the term of office and manner of election of the North American Director; and (c) the manner of amending the Bylaws, new Bylaws may be adopted, or these Bylaws may be amended or repealed, by a two-thirds vote of both the North American Council of Regional Directors and, separately, the Board of Directors; provided the proposed changes have been submitted to those eligible to vote at least thirty days prior to the due date for the ballot. Provisions of these Bylaws which are included

in exceptions “a”, “b”, and “c” above may be amended or repealed, or new Bylaws adopted, by a majority vote of the membership of the Order voting by mail ballot; provided the proposed changes have been submitted to the membership at least thirty days prior to the due date for the ballot. Any changes in the Bylaws adopted under the provisions of this Article shall become effective when the results of the ballot are announced.