Article One

Offices

The principal office of the Lacroix New Testament Higher Education Fund hereinafter referred to as the Fund, shall be located at the address set forth in the Articles of Incorporation. The Corporation may have such other offices, either within or without the State of Incorporation, as the board of trustees may determine.

Article

Membership

The Fund will have no members or membership.

Article Three

Purpose of the Fund

The Higher Education Fund is organized and shall be operated exclusively as a nonprofit organization, for the religious, charitable and educational purposes. The Fund will be operated exclusively to help underwrite the cost of both undergraduate and postgraduate studies for missionaries serving the Lacroix New Testament Mission headquartered at Lacroix, Haiti, West Indies.

Article Four

Missionary Qualifications to Receive Funding and Support

The Board of Directors shall receive nominees for financial support for undergraduate and postgraduate educations through the Fund Administrator from the Lacroix New Testament Mission. The Fund Administrator shall work with the Senior Pastor and the School Superintendent of Schools of the Lacroix New Testament Mission in Lacroix, Haiti for qualified potential candidates.

The Fund Administrator shall have screened all candidates brought to the Board of Directors based on the following minimal qualifications and criteria:

1. Passed all examinations for the equivalent of a high school education.
2. Meets all qualifications for entry into an accredited college, university, and/or vocational school for a two-year associate degree, four-year bachelor arts or science degree, masters degree program, and/or doctoral degree program.

Approved Missionary Candidates for Funding

1. Must maintain a full-time student status for the school year.
2. Must meet all United States Immigration rules and regulations for foreign student entry into the United States of America.
3. Must maintain a minimum of a "B" grade average or 3.0 grade point average (on a 4.0 grading system). The missionary candidate will make available mid-term grades to the Fund Administrator within 30 days of the grades being published to the student. The student will also make available a copy at the end of each semester an official school grade transcript to the Fund Administrator who will then make it available to the board of directors. In the event a student drops below a 3.0 grade point average the Fund Administrator with the approval of the board of directors will determine a course of action to help the student bring their grade point average to a minimum of "B" or 3.0. Two consecutive semesters below 3.0 will subject the missionary student possibly to the loss of funding.
4. Must agree to sign a contract that requires upon completion of their education to minister in the Lacroix New Testament Mission in Lacroix, Haiti for a period of three to seven years as prescribed by the Fund Administrator and approved by the directors. Placement and acceptance of the missionary in the Lacroix New Testament Mission is subject to the approval of the Senior Pastor of the Lacroix New Testament Mission.

Article Five

Administration of the Fund

The Senior Pastor of the Vineyard Harvest Church of Leesburg, VA, will be the principal administer of the Fund. The Board of Directors shall have the authority to designate someone other than the Senior Pastor of Vineyard Harvest Church as the principal administrator with a vote of 60% of the full board.

Article Six

Directors of the Corporation

Section 1. General Powers

The board of directors shall manage the financial affairs of the Corporation, hereinafter, referred to as the directors, whose members shall have a fiduciary obligation to the Corporation.

Section 2. Functions

(Paragraph 1) Exclusive Authority
The directors are the body within the Corporation with the authority to approve and disperse funds over $500.00 (USD).

(Paragraph 3) Counsel
The directors are to provide counsel to the administrator regarding the major financial affairs of the Fund.

Section 3. Financial Guidelines

(Paragraph 1) Moneys Available to Directors
In order to provide for the administrative needs of the Fund, the directors have available to them 100 percent of all moneys accumulated in any type of savings account (including stocks, bonds, CDs, mutual funds, etc.) and all assets in land and property donated to the Fund.

(Paragraph 2) Debt Restrictions
The directors may authorize the Fund to borrow money providing the following conditions are met:

1. Borrowing. The directors may choose to borrow money to facilitate the payment or to supplement the payment of college tuition, room and board, books, student travel, clothing, living allowances, and whatever the Board of Directors deems as appropriate and necessary for the missionary student.
2. Borrowing Limitations. The Fund is limited to borrowing up to 50 percent of the cost of attending an accredited college or university for one school year period. 100 percent of all borrowed funds must be repaid before the directors can approve additional indebtedness. Borrowed funds cannot be used to repay borrowed funds.

(Paragraph 3) Annual Audit
If the income of the Fund exceeds $100,000 per year, the directors shall obtain an annual audit performed by an independent public accounting firm in accordance with Generally Accepted Auditing Standards (GAAS), with financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP), otherwise the directors shall obtain an annual review by an Audit Review Committee.

(Paragraph 4) Audit Review Committee
The directors shall appoint the secretary/treasurer and two other members of the director board to serve as an audit review committee. After reviewing the annual audit, committee members are to report their findings at a director's meeting.

(Paragraph 5) Conflict of Interest
In order to avoid a conflict of interest, all the following criteria must be met to complete any business transaction between a director and the Corporation:

1. The director with whom the transaction is being considered is excluded from any discussions for approving the transaction.
2. The director's consider competitive bids or comparable valuations.
3. The directors act upon and demonstrate that the transaction is in the best interest of the Corporation.
4. The transaction must be fully disclosed in an end-of-year financial review or audited financial statement of the Corporation depending on whether the criteria is met in Paragraph 3 above.

Section 4. Appointment, Number, Term and Qualifications

(Paragraph 1) Number and Selection
The board of director's shall be composed of at least five members and no more than seven members, who are nominated by the Fund Administrator or a sitting board member and approved by the board of directors.

(Paragraph 2) Removal
The Fund administrator may dismiss trustees without cause, but at a rate that does not exceed one dismissal every six months. In the event that the office of Senior Pastor (Fund Administrator) is vacant, the secretary/treasurer may appoint or dismiss trustees subject to the same limitations that apply to appointments and dismissals by the senior pastor in accordance with this paragraph and Article Six, Section 4, Paragraph 1.

(Paragraph 3) Exclusive Role
Because the director's are responsible for the major financial decisions of the Fund, they must resign their position on the board if they ever become a staff member or take any other paid position within the corporation. Volunteer work within the corporation is encouraged, but paid positions may constitute a conflict of interest.

Section 5. Meetings

(Paragraph 1) Frequency of Meetings
A meeting of the directors shall be held at least twice a year. The senior pastor, or any director may call a meeting at any time, under the condition that a majority (four or more) of the directors attend the meeting.

(Paragraph 2) Leadership of Meetings
If at all possible, the Fund Administrator is to attend and lead each director's meeting. If not possible, the secretary/treasurer shall lead the meeting. If neither the Fund Administrator nor the secretary/treasurer is able to lead the meeting, the director's must choose a leader for that meeting and proceed in order, with the appointed leader keeping minutes for the record. Any motions passed and recorded in a meeting without the Fund Administrator or the secretary/treasurer may not take effect until the following meeting with either the Fund Administrator or the secretary/treasurer present when the minutes of the previous meeting are approved.

(Paragraph 3) Location of Meetings
Any meeting of the trustees may be held at such place or places as shall from time to time be determined by the trustees or fixed by the Fund Administrator and designated in the notice of the meeting.

(Paragraph 4) Written Notice of Meetings
Whenever, under the provisions of a statute or the Articles of Incorporation or these Bylaws, a written notice is required to be given to any director, these three rules apply. One, such notice may be given in writing by fax or by mail at such fax number or address as appears on the books of the Corporation and such notice shall be deemed to be given at the time the notice is faxed or mailed. Two, the person entitled to such notice may waive the notice by signing a written waiver before, at or after the time of the meeting. And three, the appearance of such person or persons at the meeting shall be equivalent to signing a written waiver of notice.

(Paragraph 5) Regular Meetings
The trustees may establish regular meetings. No notice shall be required for any regular meeting.

(Paragraph 6) Director Action Without a Meeting Place
Any action that could be taken at a meeting of the directors may be taken without a meeting if at least a quorum (three or more) of the directors is participatSuch action shall be effective as of the date specified in the written consent.

(Paragraph 7) Teleconferencing
At any meeting of directors, any person may participate in the meeting by telephone provided all members of the director's present at the meeting or by telephone can hear and speak to each other. Participation by telephone shall be equivalent to attending the meeting in person.

(Paragraph 8) Quorum
A majority (three or more) of directors shall constitute a quorum for the transaction of business at any meeting. The act of a majority of the directors shall be the act of the board of directors. In the absence of a quorum at any meeting, a meeting of the directors present may adjourn the meeting without further notice until a quorum shall be established.

Section 6. Compensation.

Directors, as such, shall not receive any salaries or compensation for their services either directly or indirectly. The Corporation shall have no employees and the Fund Administrator shall receive no compensation either directly or indirectly.

Article Seven

Fund Administrator/President of the Corporation

Section 1. The Office of the Fund Administrator

(Paragraph 1) The Dual Role
The Fund Administrator and the Senior Pastor of Vineyard Harvest Church of Leesburg, VA can function in both capacities at the same time.

(Paragraph 2) Responsibilities of the Fund Administrator
It is the Fund Administrator's responsibility to:

• Provide vision, leadership, and direction for the Fund; and
• Define and clearly communicate the Fund's purpose; and
• Oversee and coordinate the day-to-day administration of the Fund; and
• Select directors pursuant to Article Six who will help oversee the business of the Corporation; and
• To help administrate the affairs of the Corporation; and
• Veto any nominations to the board of directors pursuant to Article Six, Section 4, (Paragraph 1)
.

Section 2. The Office of the President

(Paragraph 1) The President
The Corporation finds its leadership under the Lordship of Jesus Christ and in its president. The Fund Administrator shall serve as the president and chief executive officer of the Corporation. If possible, he/she shall preside at all meetings of the board of directors and shall see that all orders and resolutions of the board are put into effect. He shall execute in the name of the Corporation all contracts and other documents authorized by the board of directors. He shall be an ex-officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.

(Paragraph 2) The President's Role with Directors
The president is the chairman of the board of directors. He calls meetings and determines the agenda in consultation with the directors. The president shall make selections to the board of at a rate not to exceed one new appointment every six months in accordance with Article Six. The president may also dismiss trustee members, but at a rate that does not exceed one dismissal every six months in accordance with Article Six, Section 4, Paragraph 2.

(Paragraph 3) The President's Administrative Role
The president is the senior administrator of the Fund. He/she is ultimately responsible for all day-to-day administrative decisions of the fund. The senior administrator may spend up to $999.00 without prior approval of the directors. All expenditures over $1,000 must be pre-approved by the board of directors.

(Paragraph 4) Expenditures
The president may not borrow money, sign leases, buy or sell real estate, or make any agreements that could force indebtedness upon the fund. Should the fund borrow, the directors may give the president authority to spend those moneys on the project or missionary candidate for which the funds were borrowed.

Article Eight

Business Practices

Section 1. Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

Section 2. Contracts

The board of directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances.

Section 3. Checks, Drafts or Orders

All checks, drafts, orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments may be signed by either the secretary/treasurer or the president of the Corporation in accordance with their duties outlined in these Bylaws.

Section 4. Deposits

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the board of trustees may select in accordance with these Bylaws.

Section 5. Gifts

The president/pastor may accept on behalf of the Corporation any contribution, gift, bequest or device for any purpose of the Corporation.

Section 6. Books and Records

The Corporation shall keep correct and complete books and records of account. The Corporation shall also keep minutes of the proceedings of the board of directors, committees having and exercising any of the authority of the board of directors, and any other committees. It shall keep at the principle office a record giving the names and addresses of all board members entitled to vote.

Section 7. Fundraising

The Corporation shall solicit funds from churches and individuals who are part of the Lacroix New Testament Mission donor base through personal contact, by mail, and by e-mail. No fundraising is permitted by the Corporation for any purpose other than to raise funds to support the goal and purpose of the Corporation to provide scholarships for student missionaries from the Lacroix New Testament Mission.

Article Nine

Amendment of Bylaws

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a three-to-seven vote of the board of directors at any regular board meeting depending on the number of board seats (Five or seven seats). At least five days advance written notice of said meeting should be given to each member of the board. The written notice must explain proposed changes. These Bylaws may also be altered, amended or repealed, and new Bylaws may be adopted by consent in writing signed by all members of the board of directors.

Bylaws were approved by the board of directors of the Lacroix New Testament Higher Education Fund, Leesburg, Virginia on Sunday, April 03, 2005 and replace all previous Bylaws.

Initial Board of Trustees: The initial trustees of the Corporation are as follows: