BY-LAWS OF HOLY CROSS SOCIETY ENDOWMENT FUND FOR THE DORMITION OF THE VIRGIN MARY CHURCH, INC.

ARTICLE I- FORMATION

1. NAME. The name of this nonprofit Corporation is HOLY CROSS SOCIETY ENDOWMENT FUND FOR THE DORMITION OF THE VIRGIN MARY CHURCH, INC. (hereinafter the “Endowment”).

2. SEAL. The seal of the Endowment shall be circular in form and shall bear on its outer edge the words “HOLY CROSS SOCIETY ENDOWMENT FUND, INC.” and in the center the words and figures “Corporate Seal 2018 Southampton.” The Board of Trustees may change the form of the seal or the inscription thereon upon majority vote.

3. OFFICES. The principal office of the Endowment shall be 111 St. Andrews Road, Southampton, New York 11968. The Endowment may also have offices at such other places as the Board of Trustees may from time to time appoint for the purposes the Endowment may require.

4. PURPOSE. The purpose of the Endowment shall be to promote charitable contribution to the Endowment, encouraging benefactors to donate to the Endowment through estate planning, outright bequests, residuary bequests, contingent bequests, unrestricted bequests, gifts of life insurance, gifts of tax-deferred retirement plans and the like, establishing a minimum sum of three million dollars ($3,000,000.00) inviolate capital for the benefit of the Greek Orthodox Church of the Hamptons (hereinafter “Church”), the earning of which shall offset the cost and assist in the ministries of the Greek Orthodox Church of the Hamptons, while providing for the upkeep, maintenance, and general repair of the Church complex, including but not limited to the Johnides Family Cultural Center, Zoullas Hellenic Center, along with the general maintenance and care of the Greek Orthodox Church of the Hamptons located at 111 St. Andrews Road, Southampton, New York 11968. Additionally, the Endowment may acquire property and finance major capital improvements and also offset the cost of any expenses resulting from catastrophic damage due to acts of God, acts of war, civil unrest, vandalism and or a natural disaster of any kind.

ARTICLE II- MEMBERS AND MEETINGS OF MEMBERS

1. MEMBERSHIP. The Members of the Endowment shall consist of: (1) the active members of the parish council of the Greek Orthodox Church of the Hamptons, including the parish priest; (2) a donor who has included the Endowment in his/her estate planning either through bequest, life insurance, retirement accounts, savings / investment accounts, gifts in trust, charitable remainder trusts, charitable lead trusts, real estate, securities or any other accepted method; and (3) a donor making a minimum outright gift to the Endowment in the minimum amount of twenty thousand dollars ($20,000.00) (hereinafter “Donor Member”).

Nothing in this Article shall preclude the Endowment from accepting any gift in any denomination from any individual or entity from whom the Endowment through its Board of Trustees sees fit to accept such gift, regardless whether the giftor becomes a Member of the Endowment or intends to do so.

In the event a parish council member serving on the Board of Trustees has his or her parish council term expire while still serving on Endowment’s Board of Trustees, that Trustee’s term shall cease simultaneously with the expiration of his or her parish council term, and at such time the remaining Trustees Members shall nominate a then current parish council member to serve the balance of the expiring Trustee Member’s term.

2. RIGHTS OF MEMBERS. A Member of the Endowment shall have the right to vote in all general elections appointing Members to the Endowment’s Board of Trustees. The Members elected to serve on the Endowment’s Board of Trustees (hereinafter “Trustee Members”) shall be entitled to vote on all subject matter the Endowment’s governing Bylaws entitle Trustees to vote on. The right of Trustee Member whose term on the Board is expiring to vote on matters before the Board of Trustees and that Member’s right, title and interest in or to the Endowment as a fiduciary, agent, officer and the like, shall cease on the termination of his/her appointment as a Trustee Member. No Member shall be entitled to share in the distribution of the corporate assets upon any distribution from the Endowment or the dissolution of the Endowment.

3. RESIGNATION OF MEMBERS. Any Member may resign from the Endowment by delivering a written resignation to the president or secretary of the Endowment. All bequests made to the Endowment are irrevocable regardless whether a Member thereafter resigns.

4. QUARTERLY MEETINGS. The Board of Trustees shall meet quarterly for the purpose of electing Trustee Members, and for the transaction of all and such other business as may properly come before the Board at the meeting. The quarterly meeting of the Board of Trustees shall be open to all Members of the Endowment (only those Trustee Members voting on matter before the Endowment’s Board), shall be held at the principal office of the Endowment immediately upon the conclusion of the March, June, September and December meeting of the parish council of the Greek Orthodox Church of the Hamptons.

5. NOTICE OF QUARTERLY MEETINGS. Notice of the time place and purpose or purposes of the quarterly meeting shall be served by email no less than fifteen (15) days before the meeting, upon each person who appears within the books of the Endowment as a Member unless said Member has requested notice served by paper mail, in which case the Member shall have filed with the secretary of the Endowment a written request that notices intended for he or she should be sent to the physical address designated in such request.

6. ANNUAL MEETINGS. The Board of Trustees shall meet annually for the purpose of reconciling and ordinary and necessary business that may be required at the end of each fiscal year, electing Trustee Members, and for the transaction of all and such other business as may properly come before the Board at the meeting. The annual meeting of the Board of Trustees shall be open to all Members of the Endowment (only those Trustee Members voting on matter before the Endowment’s Board), shall be held at the principal office of the Endowment immediately upon the conclusion of the December quarterly meeting of the Endowment.

7. NOTICE OF ANNUAL MEETINGS. Notice of the time place and purpose or purposes of the annual meeting shall be served by email no less than fifteen (15) days before the meeting, upon each person who appears within the books of the Endowment as a Member unless said Member has requested notice served by paper mail, in which case the Member shall have filed with the secretary of the Endowment a written request that notices intended for he or she should be sent to the physical address designated in such request.

8. SPECIAL MEETINGS. Special meetings of the Board of Trustees, other than those regulated by statute, may be called at any time by the president or vice president or by two (2) Trustees or must be called by the president or secretary on receipt of the written request of one-half (1/2) of the Members of the Endowment.

9. NOTICE OF SPECIAL MEETINGS. Notice of a special meeting stating the time, place, and purpose or purposes thereof shall be served by email no less than five (5) days before the meeting, upon each person who appears within the books of the Endowment as a Member unless said Member has requested notice served by paper mail, in which case the Member shall have filed with the secretary of the Endowment a written request that notices intended for he or she should be sent to the physical address designated in such request.

10. QUORUM. At any meeting of the Endowment’s Board of Trustees, a minimum of one-half (1/2) of the Trustee Members must be present either in person, by any electronic means authorized herein, or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the Board of Trustee Members present at any meeting at which there is a quorum shall be the act of the full board except as may be otherwise specifically provided by statute or by these Bylaws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the Board of Trustee Members present in person, by any electronic means authorized herein or by proxy, without notice other than by announcement at the meeting in without further notice to any absent Board of Trustee Member(s). At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Electronic means authorized and enabling a Trustee Member to be considered present at any meeting of the Trustee Members include telephonic appearance, video conference appearance and facetime appearance.

11. VOTING. At every meeting of the Board of Trustees each Trustee Member shall be entitled to vote in person, or by proxy, duly appointed by instrument in writing which is subscribed by such Member and which bears a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period. Each Trustee Member of the Endowment shall be entitled to one (1) vote. The vote for Trustees and, upon the demand of any Board of Trustee member, the vote upon any question before the meeting, shall be by ballot. All scheduled elections and all questions decided by a majority vote of the Trustee Members present in person, by any electronic means authorized herein or by proxy.

Any action taken by the Board of Trustees may only be taken if a quorum is present in person, by any electronic means authorized herein, or by proxy (as defined herein).

12. INSPECTORS OF ELECTION. The Members may at each annual meeting elect or appoint one person (who need not be a Member of the Endowment nor a Trustee Member) to serve until and including the next annual meeting as the inspector of the election, and if the inspector shall refuse to serve or shall not be present, the Members may appoint an inspector in his/her place.

13. REMOVAL OF MEMBER, TRUSTEE, OR OFFICER. Any Member, Trustee, or Officer may be removed from Membership or from office by the affirmative vote of two thirds (2/3) of the full Board of Trustees, registered either in person, by any electronic means authorized herein, or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Endowment, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purpose. Any such Member, Officer, or Trustee proposed to be removed shall be entitled to at least five (5) days’ notice by email of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

14. COMPENSATION AND EXPENSES. No Endowment Member, regardless of whether a trustee Member shall receive any stated salary for his or her services as such. Additionally, no member of the Investment Committee (as defined herein Article X) shall receive any stated salary for his or her respective services as such.

ARTICLE III- TRUSTEES

1. NUMBER. There shall be eleven (11) Trustees of the Endowment, consisting of the active priest of the Greek Orthodox Church of the Hamptons, the active president of the parish council. Neither the appointment of the parish priest or the president of the parish council of the Greek Orthodox Church of the Hamptons requires an election from the majority of Members (as previously described herein) choosing to vote in such election, as would be required of the remaining nine (9) Trustee Members, composed of , five (5) additional active parish council members of the Greek Orthodox Church of the Hamptons along with four (4) donor members of the Endowment (as defined in Article II herein) shall comprise the remainder of the Board.

The term each Trustee shall serve, irrespective to the active parish priest and active parish council president, is for a term of three (3) years, with no Trustee serving more than two (2) consecutive three (3) year terms, totaling six (6) consecutive years of service. Thereafter, upon a one (1) year hiatus from serving as a Trustee Member, that former Trustee is eligible to again serve as a Trustee Member consistent with the terms and limitations as described herein.

Upon inception of the Endowment the prospective parish council member(s) to serve as Trustee Members shall be nominated by another then serving parish council member, and such nomination then be supported by a second parish council member. Thereafter the prospective candidate must receive the simple majority of a vote held by the then present parish council members, provided a quorum is present. The parish council member considered for Trustee Membership shall be precluded from participation in such vote.

Furthermore, at inception of the Endowment, of the five (5) parish council members serving as Trustee Members, excluding the parish priest and the parish council president, shall be subject to the following: The first two (2) Trustee(s) elected shall serve for a term of three (3) years; followed by the next two (2) Trustee(s) elected serving a term of two (2) years; followed by the final one (1) Trustee selected serving for a term of one (1) year. The following “inception appointment terms” have been included herein to ensure that the term(s) of all five (5) of the above-mentioned Trustees do not simultaneously expire.

Additionally, upon inception of the Endowment, the above-mentioned process shall again apply to the election / appointment of “Donor Member(s)” serving as Trustee Member(s), subject to the following: The first two (2) Donor Member Trustee(s) shall serve for a term of three (3) years; followed by the next two (2) Donor Member Trustee(s) elected serving a term of two (2) years.

2. RESIGNATION. Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees. Such resignation shall thereafter be effective immediately.

3. VACANCIES. Any vacancy in the Board of Trustees shall be filled for the unexpired portion of the “vacant” term by nominating a Member from the appropriate “membership class” and thereafter holding a vote requiring that nominee receive a majority of vote(s) present. Any Trustee elected in accordance with such by the Board shall hold office until the next scheduled annual meeting of the Endowment or until the election and qualification of the resigning Trustee Member successor can be scheduled at an earlier quarterly meeting required to be held in accordance with these Bylaws. In the event the resigning Trustee Member is a parish council member the parish council member considered to replace the resigning Trustee must be limited to the then active parish council members of the Greek Orthodox Church of the Hamptons not currently serving as a Trustee Member in any capacity. In the event the resigning Trustee is a Donor Member of the Endowment the prospective Donor Member selected to replace the resigning Trustee must be limited to the then active Donor Member(s) not currently serving as a Trustee Member in any capacity.

4. ANNUAL MEETINGS. Immediately after each annual meeting and election, the newly elected Trustee(s) may meet forthwith at the principal office of the Endowment for the purpose of organization, the election of Officers, and the transaction of other business, and, if a quorum of the Trustees be then present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the eleven (11) Trustees.

5. SPECIAL MEETINGS. Special meetings of the Board of Trustees may be called by the president or vice president and must be called by either of them on the written request of any Member of the Board of Trustees.

6. NOTICE OF MEETINGS. Notice of all Trustees’ meetings, except as herein otherwise provided, shall be given by email at least fifteen (15) days before the meeting however such notice maybe waived by any Trustee. Regular meetings of the Board of Trustees may be held without notice at such time and place as such meeting would be determined by the Board of Trustees. Any business pertaining to the Endowment may be transacted at any Trustee meeting.

7. CHAIRMAN. At all meetings of the Board of Trustees, the president or vice president, or in his and or her absence a chairman chosen by the Trustees present, shall preside.

8. QUORUM. At all meetings of the Board of Trustees, six (6) of the Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business in the act of a majority of the trustees present at any meeting at which there is a quorum shall be the actor the Board of Trustees, except as may be otherwise specifically provided by statute or by these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent trustee and may take such other and further action as is provided in Article II of these Bylaws.

9. CONTRACTS AND SERVICES. The Trustees and through his or her appointment as an Officers of the Endowment may not be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Endowment. The Board of Trustees shall have power in its discretion to contract.

10. COMPENSATION. Trustees shall not receive any stated salary for their services as such.

11. POWERS. All the corporate powers except such as are otherwise provided for in these Bylaws and in the laws of the state of New York shall be and are hereby vested in and shall be exercised by the Board of Trustees. The Board of Trustees may by general resolution delegate to committees of their own number, or to Officers of the Endowment, such powers as they may see fit.

ARTICLE IV- OFFICERS

1. NUMBER. The Officers of the Endowment shall be the president, vice president, secretary and treasurer and such other Officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Trustees. Any two offices except those of the president and vice president, maybe held by the same person.

2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The president of the Endowment shall be the acting priest of the Greek Orthodox Church of the Hamptons; the vice president shall be the acting president of the parish council of the Greek Orthodox Church of the Hamptons, and the other Officers shall be elected annually by the Board of Trustees from among such persons as a Board of Trustees may see fit, at the first meeting of the Board of Trustees after the annual meeting of Members of the Endowment, limited to Members of the Endowment and parish council members of the Greek Orthodox Church of the Hamptons.

3. VACANCIES. In case any office of the Endowment becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Trustees then in office, although less than a quorum, may elect an Officer to fill such vacancy, and the Officer so elected shall hold office and serve until the first meeting of the Board of Trustees after the annual meeting of members next succeeding in until the election and qualification of his or her successor.

4. PRESIDENT. The president shall preside at all meetings of members and of the Board of Trustees. He shall have and exercise general charge and supervision of the affairs of the Endowment and perform such other duties as may be assigned to him by the Board of Trustees.

5. VICE PRESIDENT. At the request of the president, or in the event of his absence or disability, the vice president shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law the Vice President shall have such other powers as the Board of Trustees may determine and shall perform such other duties as may be assigned to him or her by the Board of Trustees.

6. SECRETARY. The secretary shall have charge of such books, documents, and papers as the Board of Trustees may determine and shall have custody of the corporate seal. He or she shall attend and keep the minutes of all the meetings of the Board of Trustees and Members of the Endowment. The secretary shall keep a record, containing the names, alphabetically arranged, of all persons who are Members of the Endowment, showing the Member’s places of residence and such book shall be open for inspection as prescribed by law, and may further sign with the president or vice president, in the name and on behalf of the Endowment, any contracts or agreements authorized by the Board of Trustees, and when so authorized or ordered by the Board of Trustees, may affix the seal of the Endowment. The secretary shall also, in general, perform such other duties as may be assigned by the Board of Trustees.

7. TREASURER. The treasurer shall have the custody of all assets, funds, property, securities of the Endowment, subject to such regulations as may be imposed by the Board of Trustees. The treasurer may be required to give bond (to be paid by the operating account of the Endowment) for the faithful performance of his or her duties, in such some and with such sureties as a Board of Trustees may require. When necessary or proper, treasurer may endorse on behalf of the Endowment for collection, checks, notes, and all other obligations, and shall deposit the same to the credit of the Endowment at such bank or banks or depository as the Board of Trustees may designate. The treasurer shall sign all receipts and vouchers and, together with such other Officer(s), if any, shall be designated by the Board of Trustees, the treasurer shall sign all checks of the Endowment and all bills of exchange and promissory notes issued by the Endowment with one other officer designated by the board of trustees, except in cases where the signing in execution thereof shall be expressly designated by the Board of Trustees or by these Bylaws, to some other officer or agent of the Endowment. The treasurer shall make such payments as maybe necessary or proper to be made on behalf of the Endowment and shall regularly enter into the books of the Endowment to be kept for the purpose of full and accurate account of all monies in obligations received and paid or incurred on account of the Endowment and shall exhibit such books at all reasonable times to any Trustee Member or any other Member on application at the offices of the Endowment. The treasurer shall, in general, perform all duties incident to the office of the treasurer, subject to all the control of the Board of Trustees.

8. SALARIES. The Officer(s) shall not receive any compensation for his or her services.

9. REMOVAL. Any Officer may be removed from office by the affirmative vote of two-thirds (2/3) of all the Trustees at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interest of the Endowment, for lack of sympathy with its objects, or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least five (5) days-notice by email of the meeting of the Board of Trustees at which search removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Trustees at such meeting.

ARTICLE V- AGENTS AND REPRESENTATIVES

1. The Board of Trustees may appoint such agents and representatives of the Endowment with such powers and to perform such acts or duties on behalf of the Endowment as a Board of Trustees may see fit, so far as may be consistent with these Bylaws, to the extent authorize or permitted by law.

ARTICLE VI- CONTRACTS AND EMPLOYMENT OF PROFESSIONAL

1. The Board of Trustees, except as in these Bylaws otherwise provided, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name in on behalf of or to retain the employment services of any necessary professional(s) of the Endowment, and such authority maybe general or confined to a specific instance, and unless so authorized by the Board of Trustees, no Officer, agent or employee shall have any power or authority to bind the Endowment by any contract or engagement, or to pledge its credit, or render it liable for any purpose or to any amount.

ARTICLE VII—VOTING UPON SHARES OF OTHER ENDOWMENTS/ CORPORATIONS

1. Unless otherwise ordered by the Board of Trustees, the president shall have full power and authority on behalf of the Endowment to vote either in person or by proxy at any meeting of members of any cooperation and which this Endowment may hold shares, and at any such meaning may possess an exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Endowment might have possessed and exercise if present. The Board of Trustees make them for like powers upon any other person and may revoke any such powers as granted at its pleasure.

ARTICLE VIII- FISCAL YEAR

1. The fiscal year of the Endowment shall commence on January 1 of each year and end on December 31.

ARTICLE IX- PROHIBITION AGAINST SHARING IN ENDOWMENT EARNINGS

1. No Member, Trustee, Officer or employee of or Member of a committee of or person connected with the Endowment, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Endowment, provided that this shall not prevent the payment to any such person of such a reasonable compensation for services rendered to or for the Endowment in effecting any of its purposes as shall be fixed by the Board of Trustees; no such person or persons shall be entitled to share in the distribution of any other corporate assets upon any distribution made from the Endowment or the dissolution of the Endowment.

All members of the Endowment shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Endowment, whether voluntary or involuntary the assets of the Endowment, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over, and such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. Provided, however, that so long as the Greek Orthodox Church of the Hamptons; a religious organization located at 111 St. Andrews Road, Southampton, New York; shall be in existence at the time of such dissolution, then all of the assets of the foundation, upon such dissolution, shall be delivered and turn over to the Church.

ARTICLE X- INVESTMENTS

1. AUTHORIZED INVESTMENT. The Endowment shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, including but not limited to stocks, bonds, mutual funds, derivatives, commodities, options, ground leases, triple net leases, real estate of any kind and vacant land, and to invest and reinvest any funds held by it, according to the judgment of the Investment Committee.

Provided, however, that two-third (2/3) of such investments must be insecurities treated on The New York Stock Exchange, one-sixth (1/6) of such investments must be in bonds rated AAA by Standard & Poors Investment Services and one-sixth (1/6) must be held in a bank insured by the FDIC and provided, further, that no action shall be taken by or on behalf of the Endowment 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 in its regulations as they now exist or as they may hereafter be amended.

2. INVESTMENT COMMITTEE. Investments held by the Endowment shall be selected by an Investment Committee composed of five (5) Members, specifically three (3) Donor Members along with the parish priest and parish council president, totaling the committee of five (5). Meetings involving investment strategy and allocation shall be open to all Members of the Endowment along with any other Investment Committee meeting(s) shall be open to all Members. The Investment Committee shall report directly to the Endowment’s Board of Trustees, periodically, but must do so at least once per fiscal quarter, as defined herein. For purposes of a quorum, three (3) Members of said Committee must be present in person, by any electronic form authorized herein, or by proxy.

Board of Trustee Members shall nominate prospective Donor members to serve on the Investment Committee. Any Trustee shall propose a prospective Donor Member for the Investment Committee which must receive the support of a second Trustee. At that time a vote requiring a majority of six (6) of the eleven (11) Trustees is required to appoint the Investment Committee Member. Each Donor Member elected to the Investment Committee shall serve for a term of three (3) years, with no preclusion on the number of consecutive terms a Donor Member may serve as a Member of the investment Committee. In the event a Donor Member is unable to complete service of this or her term as a member of the investment Committee the then four (4) members of the Investment Committee shall propose a replacement Donor Member to complete the term of the defaulting Donor Member. Said appointment of the replacement Donor Member to the Investment Committee shall require a majority vote of three (3) of the four (4) remaining Investment Committee Members.

Once an Investment Committee has been created, of the three (3) Donor Member(s) appointed the parish priest shall select one (1) Donor Member to serve as the president of the Investment Committee, ideally having meaningful investment and financial securities experience.

Any Member of the Board of Trustees may nominate any one (1) of the three (3) Donor Members serving on the Investment Committee to serve as president of such. After a Trustee nominates a prospective Investment Committee president, that nomination must be endorsed by another Trustee. Thereafter, so long as a quorum is present a simple majority vote is required for said prospect to be elected president of the Investment Committee.

Any voting rights in shares of other corporations available through the Endowment’s ownership of any financial security shall be made by a simple majority vote of the Investment Committee subject to the approval of the Board of Trustees who must also approve such measure by vote of a simple majority.

3. RETAINED EARNINGS. A minimum of fifteen percent (15%) of each fiscal year’s earnings must be retained to increase the capital account of the Endowment. In consideration of such, the annual spending budget of the Endowment must not exceed eighty-five percent (85%) of the previous year’s total earnings.

The disbursement of annual retained earnings shall be subject to a vote of the Board of Trustees as governed herein.

4. VIOLATION OF CAPITAL. The Endowment shall consist of capital contributions made to the Endowment of various kinds and income generated by the investments held by the Endowment. Capital obtained by the Endowment may not be used or spent but for the exceptions provided herein as further defined. Capital generated by the investments of the Endowment may be spent in accordance with the provisions of Article I, so long as a majority consisting of nine (9) of the eleven (11) Trustee Members authorize the expenditure(s) at issue.

In the event of emergency or extraordinary circumstances, the Board may be authorized to expend the capital of the Endowment, otherwise precluded from distribution of any kind. To determine if such a disbursement requires a vote, a Trustee shall make a motion requesting such, thereafter requiring approved by an additional two (2) Trustee(s). At such time a vote will he led to determine whether such expenditure(s) shall take place requiring a majority consisting of ten (10) of the (11) Trustee(s) to authorize such expenditure(s).

Any expenditure, regardless of investment income or Endowment principal must be done by Endowment check. All checks issued on the behalf of the Endowment must be endorsed by a minimum of two (2) Trustee(s); the first being the Endowment treasurer the second either being the president of the Board (parish priest) or the vice president of the Board (parish council president).

5. SURETY BOND. At all times herein and during the existence of the Endowment, the Board of Trustees must procure and maintain a surety bond covering the activities of all of the officers of the Endowment as well as the Trustee Members of the Endowment. The cost of obtaining said surety bond shall be paid for from the investment income generated by the Endowment, ideally from the Endowment’s ancillary operating account.

ARTICLE XI- AMENDMENTS

1. BY TRUSTEES. The Board of Trustees shall have power to make, alter, amend, and repeal the Bylaws of the Endowment by affirmative vote of a majority consisting of nine (9) of the eleven (11) Trustee Members, provided, however, that the action is proposed at a regular or special meeting of the Board may adopted any subsequent regular meeting, except as otherwise provided by law and provided that the Trustees may not dissolve the Endowment. All Bylaws made by the Board of Trustees may be altered, amended, or repealed by the Board.

ARTICLE XII- DISBURSEMENTS FROM THE ENDOWMENT

1. Disbursements from the Endowment, consistent with the terms, provisions and restrictions contained in Article I of these Bylaws also determined by the Board of Trustees to be in the best fiscal, practical and or administrative interest of the Endowment must be brought by a “motion for disbursement”, thereafter supported by a two (2) additional Trustee(s), at which time a simple majority of Trustees present, provided there is a quorum, is required effectuate such disbursement. Endowment disbursements must take place at least annually, however may take place at any time the Trustee Member see fit and in the best interest of the Endowment, including but not limited to monthly or quarterly.

ARTICLE XIII- OPERATING ACCOUNT OF THE ENDOWMENT

1. While the intention of the Endowment remains raising and distributing capital consistent with its purpose as defined in Article I herein, the Members acknowledge the need to anticipate for ordinary and necessary operating expenses incurred on the behalf of the Endowment. In consideration of such, in addition, the capital accounts of various natures holding and investing the Endowments donations and assets, the Endowment is also hereby authorized to open and maintain an “Operating Account(s)”, in the form of a checking account(s) at a bank of the Board’s choosing. Said Operating Account(s) shall be used for ordinary and necessary expenses incurred on the behalf of the Endowment including but not limited to operating expenses, administrative fees, regulatory fees, compliance fees/obligations, employment of professionals as determined in the best interest of the Endowment and the like. Nothing in these Bylaws shall preclude the Board of Trustees from distributing money from the Endowment to the Operating Account(s) in order to satisfy any such expenses incurred on the behalf of the Endowment, however any such disbursement shall not take place more than once per calendar month and shall require a majority vote of six (6) of the eleven (11) Trustee Member(s).

2. All checks from the operating account of the endowment shall require the endorsement of two (2) Trustees, one of whom must be the Treasurer.

ARTICLE XIV- DISSOLUTION OF THE ENDOWMENT

1. In the event circumstances exist in which the Board of Trustees determines it in the best fiscal, practical and or administrative interest of the Endowment to dissolve, in order to effectuate such, a majority of ten (10) of the eleven (11) Trustees is required to effectuate such. Thereafter all assets under the control of the Endowment shall be assigned to the Greek Orthodox Church of the Hamptons, for no consideration, for the specific purposes of continuing the ministries of the Greek Orthodox Church of the Hamptons. The Trustee Members shall be empowered to endorse any future articles or documentation on the behalf of the Endowment to effectuate the transferring of an asset title in the Endowment to the Church. Thereafter, the legal counsel for the Greek Orthodox Church of the Hamptons must wait a period of sixty (60) days from the vote authorizing the dissolution of the Endowment prior to begging the dissolution process.

ARTICLE XV- AUDIT/ REVIEW OF THE ENDOWMENT AND ALL OF ITS OPERATING ACCOUNT(S)

1. An Audit of the Endowment’s investment account(s) as well as Operating Account(s) shall occur minimally once every twelve (12) months, however, nothing in his Article XV shall be construed as a preclusion of the Board to call for a “Special Audit” at any time. A “Special Audit” shall be requested on the motion of any Trustee and thereafter supported by a second Trustee. Thereafter a vote requiring a majority of six (6) Trustees shall determine whether a “Special Audit” is conducted.

ARTICLE XVI- EXEMPT ACTIVITIES

1. Notwithstanding any other provision of these Bylaws, no Member, Trustee, Officer, employee, or representative of this Endowment shall take any action or carry on any activity by or on behalf of the Endowment 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 our deductible under section 170(c)(2) of such code and Regulations as they now exist or as they may hereafter be amended.