The Bylaws are the rules that govern the internal operations of this corporation under its Articles of Incorporation. The first edition was adopted in March 2026 and consists of 13 chapters and 93 articles. The authoritative text is in English; the Japanese version is a translation for reference (Article 91). If the Bylaws conflict with the Articles of Incorporation, the Articles of Incorporation prevail (Article 92).
This page presents the key provisions of each article. The complete authoritative English text is kept at the principal office and is available on request.
The name of this corporation is IHS Bethlehem Church. The corporation shall be identified by this name in its activities, publications, contracts, and external communications.
Article 2Principal Office
The principal office of this corporation shall be located in the State of California. The specific location of the principal office may be set or changed by resolution of the Board of Directors. Amended October 17, 2026. See Amendment No. 1.
Article 3Other Offices
In addition to its principal office, this corporation may establish branch offices, mission offices, or liaison offices at any location, within or outside California, in the United States or abroad, as the Board of Directors deems necessary.
Article 4Primary Electronic Presence
This corporation may maintain an official email address and website, as designated by the Board of Directors, as its primary means of external communication and publishing information.
Article 5Corporate Seal
This corporation may adopt a corporate seal by resolution of the Board of Directors.
Article 6Fiscal Year
The fiscal year of this corporation shall begin on January 1 and end on December 31 of each year. The Board of Directors may change the fiscal year by resolution, but only if applicable legal requirements are met.
Chapter 2: Purposes and Limitations
Article 7Purposes
This corporation is organized and operated solely for religious, charitable, and educational purposes. All of the corporation's activities, operations, and use of assets must be carried out in accordance with these exempt purposes.
Article 8Scope of Religious Activities
As used in this article, "religious activities" means all activities related to the expression of faith, worship, spiritual formation, and the carrying out of the religious mission, including the following: conducting worship services, prayer meetings, and the administration of sacraments or religious rites / education, courses, and publications on religious doctrine, ethics, and spirituality / the creation, performance, and exhibition of sacred art that expresses faith / the production and distribution of media, digital content, and publications for religious purposes / building religious community, pastoral care, and spiritual direction / operating domestic and international programs for mission and evangelization. The artistic, cultural, and educational activities carried out by this corporation are treated as religious activities under this article when their principal purpose is the expression of faith or the advancement of its religious mission.
Article 9Scope of Charitable Activities
As used in this article, "charitable activities" means activities aimed at improving human welfare, provided without discrimination based on religion, nationality, ethnicity, sex, or social status, including the following: material support and humanitarian aid for people in need, disaster victims, or the socially vulnerable / visits, care, and emotional support for the sick, the elderly, and people with disabilities / programs that promote community development, poverty reduction, and social inclusion / humanitarian assistance and recovery support in emergencies / cooperation and partnership with other charitable organizations or religious corporations consistent with this corporation's mission. The allocation of resources to charitable activities shall be determined by the Board of Directors in light of the corporation's financial condition and the priorities of its mission.
Article 10No Distribution of Earnings
No part of the net earnings of this corporation shall inure to the benefit of, or be distributed to, any director, officer, or other private person.
Article 11Limits on Political and Legislative Activity
No substantial part of this corporation's activities shall consist of propaganda or attempts to influence legislation. Whether a part is "substantial" shall be judged in terms of the volume, cost, and time of the activities.
Article 12Maintaining Exempt Status
This corporation shall comply with all requirements necessary to maintain its federal exempt status under the Internal Revenue Code and its state exempt status under Section 23701d of the California Revenue and Taxation Code.
Chapter 3: Members
Article 13No Members
This corporation shall have no members as defined in the California Nonprofit Religious Corporation Law. Article 8 of the corporation's Articles of Incorporation provides to the same effect, and these Bylaws shall be consistent with it.
Article 14Supporters and Patrons
Although this corporation has no legal membership, it may recognize individuals and organizations that share its mission and contribute to it through financial support or participation in its activities as "Supporters" or "Patrons."
Article 15Volunteers and Collaborators
This corporation welcomes the participation of volunteers and collaborators in advancing its mission. A volunteer is an individual who takes part in the corporation's activities voluntarily and without compensation.
Article 16Future Establishment of Membership
If the Board of Directors deems it necessary as the corporation develops, it may amend these Bylaws to establish a membership, following the procedures set out in the California Nonprofit Religious Corporation Law.
Chapter 4: Board of Directors
Article 17Powers of the Board
All business and affairs of this corporation shall be managed and conducted by the Board of Directors, in accordance with the California Nonprofit Religious Corporation Law, the Articles of Incorporation, and these Bylaws.
Article 18Qualifications of Directors
Directors must be natural persons at least 18 years of age. Directors need not be residents of California, nor citizens or permanent residents of the United States.
Article 19Number of Directors
The Board of Directors shall consist of one or more directors. The exact number of directors may be set or changed by resolution of the Board.
Article 20Term of Office
Each director shall serve a term of two years. The term begins at the close of the annual meeting at which the director is elected and ends at the close of the annual meeting two years later.
Article 21Election of Directors
Directors shall be elected each year by resolution of the Board at the annual meeting. Directors may also be elected by resolution of the Board at a special meeting to fill a vacancy or as otherwise needed.
Article 22Resignation and Removal of Directors
A director may resign at any time by giving written notice to the President or the Secretary of the corporation.
Article 23Filling Vacancies
A vacancy created by the resignation, removal, death, or incapacity of a director may be filled by a resolution approved by a majority of the remaining directors.
Article 24Compensation and Reimbursement of Directors
Directors shall serve without compensation for their duties as directors (including attending Board meetings and taking part in deliberations and votes).
Article 25Duties of Directors
In conducting the business of this corporation, each director has a duty to act with the care of a prudent manager and in the best interests of the corporation (duty of care).
Chapter 5: Meetings of the Board
Article 26Annual Meeting
The Board of Directors shall hold an annual meeting once each year. At the annual meeting, the Board shall elect directors and officers, review the activity and financial reports for the previous year, approve the plan of activities and budget for the coming year, and conduct other business.
Article 27Regular Meetings
In addition to the annual meeting, the Board may hold regular meetings as needed. The frequency, date, time, and place of regular meetings shall be set by the Board.
Article 28Special Meetings
Special meetings may be called by the following: (1) the President (2) a majority of the directors then constituting the Board (3) if there is only one director, that director. When a special meeting is called, written notice stating the date, time, place (or remote connection information), and matters to be considered shall be given to all directors at least 48 hours in advance.
Article 29Method of Notice and Waiver of Notice
Notice of meetings shall be given by one of the following methods: (1) by registered mail or courier (the notice period runs from the date of dispatch) (2) by email or other electronic communication (the notice period runs from the date of transmission) (3) orally by telephone (the notice period runs from the date notice is given). A director may waive the notice requirement by signing a written waiver of notice.
Article 30Quorum and Voting
A quorum of the Board shall be a majority of the directors then constituting the Board. If there is only one director, that one director constitutes a quorum.
Article 31Action by Written Consent
Any action or resolution required of the Board may be validly taken without a meeting if all directors in office consent to it in writing (including by email or other electronic communication).
Article 32Remote and Electronic Participation
Directors may participate in Board meetings by telephone conference, video conference (including Zoom, Google Meet, Microsoft Teams, and similar services), or other similar means of electronic communication.
Article 33Minutes
The Secretary shall prepare and keep minutes of all meetings of the Board and of all actions taken by written consent.
Chapter 6: Officers
Article 34Officers
The officers of this corporation shall be a President, a Secretary, and a Treasurer. The Board may appoint a Vice President and other additional officers as needed.
Article 35Election and Term of Officers
Officers shall be elected each year by resolution of the Board at the annual meeting. Each officer shall serve a term of one year, from the close of the annual meeting at which the officer is elected until the close of the following year's annual meeting.
Article 36Duties of the President
As Chief Executive Officer of this corporation, the President shall oversee and manage all of the corporation's business.
Article 37Duties of the Secretary
As the officer responsible for the corporation's records and correspondence, the Secretary shall perform the following duties: (1) prepare and keep minutes of all Board meetings (2) prepare and keep records of actions taken by written consent (3) send notices calling Board meetings (4) keep the original copies of the Articles of Incorporation, these Bylaws, and any amendments (5) keep the roster and contact information of directors and officers up to date (6) manage the corporation's external written correspondence (7) manage the filing of periodic reports (such as the Statement of Information) with the California Secretary of State (8) perform such other duties as the Board may specify. If the Secretary is unable to attend a meeting, the Board may appoint a temporary Secretary from among the directors or officers present.
Article 38Duties of the Treasurer
As the officer responsible for the corporation's financial management, the Treasurer shall perform the following duties: (1) properly manage and safeguard all funds, property, and financial records of the corporation (2) accurately record and maintain books of income and expenditures (3) prepare and submit financial reports at the request of the Board (4) oversee the preparation of annual financial statements (balance sheet, income statement, etc.) (5) manage the corporation's bank accounts and process payment of approved expenditures (6) manage filings and tax payments with the IRS, the FTB, and other tax authorities (7) record donations received and oversee the issuance of receipts and thank-you letters to donors (8) perform such other duties as the Board may specify. At each annual meeting, the Treasurer shall report on the finances of the previous fiscal year.
Article 39Limits on Officers' Authority
Officers may represent or bind this corporation only within the scope of authority expressly granted by these Bylaws and by resolutions of the Board.
Article 40Resignation and Removal of Officers
An officer may resign at any time by giving written notice to the Board or the Secretary of the corporation.
Article 41Vacant Offices and Acting Officers
If an office becomes vacant because of an officer's resignation, removal, death, or prolonged inability to serve, the Board shall promptly elect a successor.
Article 42Duties of Officers
In performing their duties, all officers owe this corporation a duty of care and a duty of loyalty. Officers shall act in good faith in the best interests of the corporation and shall not place their own interests or those of any third party above the interests of the corporation.
Chapter 7: Intellectual Property
Article 43Definition of Intellectual Property
In this chapter, "intellectual property" means all creative and intellectual works created, developed, or commissioned by this corporation, including but not limited to the following: Copyrighted works: literary, artistic, musical, and audiovisual works, computer programs, databases, website content, digital content, and any other works protected by copyright law / Trademarks and marks: the corporation's name, logo, motto, and other marks used to identify the corporation / Unpublished works: manuscripts in progress, designs, concept notes, and other unpublished creative material / Licensed rights: intellectual property rights that the corporation uses under license from third parties / Domain names and social media accounts: all digital assets related to the corporation's name or activities. The provisions of this chapter apply to all works the corporation creates for its religious, artistic, educational, and charitable purposes.
Article 44Ownership by the Corporation
All intellectual property created, developed, or commissioned by this corporation shall be solely and exclusively owned by IHS Bethlehem Church.
Works created personally by the founder, directors, or officers before the incorporation of this corporation that are intended for use in the corporation's religious, artistic, charitable, or educational purposes shall be transferred to the corporation by means of a written Copyright Assignment Agreement.
Article 47Works Made for Hire
Works created by employees, contractors, or volunteers within the scope of their service to this corporation shall, to the extent permitted by law, be owned by the corporation as "works made for hire" as defined in Section 101 of the U.S. Copyright Act.
Article 48Respect for Third-Party Intellectual Property
This corporation shall respect the copyrights, trademark rights, and other intellectual property rights of third parties and shall not engage in any act that infringes them.
Article 49Use of and Revenue from Intellectual Property
This corporation shall use the intellectual property it owns to advance its religious, charitable, and educational purposes.
Article 50Management and Recording of Intellectual Property
This corporation shall prepare and maintain an Intellectual Property Register listing the intellectual property it owns.
Chapter 8: Finances
Article 51Fiscal Year
The fiscal year of this corporation shall begin on January 1 and end on December 31 of each year. The Board may change the fiscal year by resolution if there is a reasonable business reason to do so.
Article 52Preparation and Approval of the Budget
Before the start of each fiscal year, the Treasurer shall prepare a proposed operating budget for the coming year and seek the approval of the Board.
Article 53Deposits and Bank Accounts
All funds of this corporation shall be deposited in accounts at federally chartered financial institutions (banks, credit unions, etc.) in California or elsewhere, as designated by the Board.
Article 54Control of Expenditures and Internal Controls
All expenditures of this corporation must be made to advance its exempt purposes and must be based on an approved budget or on specific approval by the Board.
Article 55Keeping Financial Records
The Treasurer shall prepare and maintain accurate books and records of all financial transactions of the corporation in accordance with generally accepted accounting principles (GAAP).
Article 56Financial Reports
At each annual meeting, the Treasurer shall report on the corporation's financial condition for the previous fiscal year. The annual financial report shall include the following: balance sheet / statement of activities / significant financial changes and notable items / financial outlook for the coming year. The Board may ask the Treasurer for a report on the financial condition each quarter or at any other time as needed.
Article 57Prohibition of Private Benefit
No part of the net earnings or assets of this corporation shall inure to the benefit of, or be distributed to, any director, officer, employee, or other private person.
Article 58Acceptance of Donations and Gifts
This corporation has the authority to accept the following forms of financial support consistent with advancing its exempt purposes: (1) cash donations from individuals, families, or organizations (2) grants from foundations or businesses (3) bequests by will (4) gifts of real estate, securities, or other non-cash assets (5) grants or contracts from government agencies (6) other financial support consistent with the corporation's exempt purposes. In accepting donations, the corporation may decline the following: (1) donations subject to conditions incompatible with the corporation's religious and moral values (2) donations subject to conditions that could jeopardize its tax-exempt status (3) donations conditioned on use solely for the benefit of a particular individual. Significant decisions on accepting or declining donations are made by the Board.
Article 59Management of Restricted Gifts
A gift made on the condition that it be used only for a specific purpose (a restricted gift) shall be used only for that designated purpose and shall not be diverted to any other purpose.
Article 60Tax Obligations and Filings
This corporation shall fulfill the following tax obligations in a timely and accurate manner: (1) filing an annual information return (Form 990, Form 990-EZ, or Form 990-N) with the IRS (2) filing an annual return (Form 199 or Form 199N) with the California FTB (3) withholding and paying payroll taxes if it has employees (4) filing information returns (such as Form 1099) for payments to contractors (5) periodically filing a Statement of Information with the California Secretary of State (6) any other filing and tax obligations under federal or state law. The Treasurer shall track the filing deadlines above and is responsible for ensuring timely filing.
Chapter 9: Records and Reports
Article 61Types and Keeping of Corporate Records
This corporation shall prepare and keep the following corporate records at its principal office. These records form the foundation of the corporation's lawful operation and accountability.
Article 62Record Retention Periods
The records of this corporation shall be retained for the following periods: (1) Permanently: the Articles of Incorporation, these Bylaws and all amendments, minutes of the Board, the IRS exemption determination letter, the FTB exemption approval notice, annual financial statements, and documents establishing intellectual property rights (2) Seven years: tax returns and supporting documents, employment and compensation records, contracts (seven years after the contract ends), and bank statements and reconciliation records (3) Three years: general business correspondence, meeting reference materials, and receipts for routine expenditures (of little tax significance). Retention periods run from the date the document was created or the date of the transaction, whichever is later.
Article 63Access to Records
Directors and officers have the right to inspect and access all records of the corporation to the extent necessary to perform their duties.
Article 64Management of Electronic Records
This corporation may keep all or part of its corporate records in electronic form (digital files, cloud storage, email, etc.).
Article 65Annual Report
After the end of each fiscal year, the Board shall prepare an annual report as required by California law.
Article 66Periodic Filings with the State of California
This corporation shall make the following periodic filings in a timely manner as required by California law: Statement of Information / Form 199 or Form 199N: California Franchise Tax Board / Registration and annual reports with the Registry of Charitable Trusts: California Attorney General / other filings and returns required by state or federal law. The Treasurer and the Secretary shall track the filing deadlines above and ensure timely filing.
Article 67Public Disclosure Obligations Regarding the IRS and FTB
Under Section 6104 of the Internal Revenue Code, this corporation is required to make the following documents available to the public: (1) its application for recognition of exemption filed with the IRS (Form 1023) and the IRS determination letter (Determination Letter) (2) its annual information returns (Form 990 or Form 990-EZ) for the three most recent fiscal years, with all attachments. If a member of the public requests to inspect or copy any of the documents above, the corporation shall respond within 30 days of receiving the request (within 30 days for requests made by mail).
Chapter 10: Indemnification
Article 68Scope of Indemnification
This corporation shall indemnify its directors, officers, employees, and agents (the "indemnified persons") against expenses and liabilities reasonably incurred in connection with their service to the corporation, to the fullest extent permitted by the California Nonprofit Religious Corporation Law and other applicable law.
Article 69Advancement of Expenses
By resolution of the Board, this corporation may advance, before final resolution of the matter, expenses (mainly attorneys' fees) incurred by an indemnified person in responding to legal proceedings.
Article 70Conditions of and Exclusions from Indemnification
Indemnification under the two preceding articles applies only if all of the following conditions are met: (1) the indemnified person acted in good faith, believing the conduct to be in the best interests of the corporation (2) the indemnified person acted with reasonable care (3) in a criminal proceeding, the indemnified person had no reasonable cause to believe the conduct was unlawful. Indemnification does not apply in the following cases: (1) conduct by which the indemnified person intentionally or through gross negligence caused harm to the corporation (2) a transaction from which the indemnified person or a third party obtained an improper personal benefit (3) conduct by which the indemnified person intentionally jeopardized the corporation's tax-exempt status (4) conduct finally determined to be an excess benefit transaction under Internal Revenue Code section 4958 (5) conduct for which indemnification is prohibited by applicable law.
Article 71Insurance
The Board shall consider obtaining and maintaining the following insurance for the corporation's directors, officers, employees, and agents: directors' and officers' liability insurance / general liability insurance / property insurance / other insurance the Board deems necessary. Insurance coverage may serve in addition to, or in place of, the indemnification obligations set out in this chapter.
Article 72Non-Exclusivity and Amendment of Indemnification
The rights to indemnification set out in this chapter do not exclude any other rights an indemnified person may have under law, these Bylaws, a resolution of the Board, or a contract, and apply alongside those rights.
Chapter 11: Conflicts of Interest
Article 73Purpose and Scope
This chapter sets out procedures for managing conflicts of interest that may arise when a director, officer, key employee, or person in a similar position (a "covered person") has a personal financial interest in a matter involving the corporation.
Article 74Definition of Conflict of Interest
A "conflict of interest" is a situation in which a covered person has, directly or indirectly, a financial or other personal interest in a transaction or arrangement with the corporation.
Article 75Duty to Disclose Conflicts of Interest
A covered person who becomes aware that a conflict of interest may exist with respect to a transaction or arrangement with the corporation must immediately disclose it in writing to the Board or the Secretary.
Article 76Procedures for Handling Conflicts of Interest
When a covered person discloses a conflict of interest, the Board shall handle the matter according to the following procedures: the covered person shall not take part in the Board's deliberations or vote on the transaction or arrangement involved / the Board shall independently consider whether the transaction is fair and reasonable to the corporation and in its best interests / the Board may, as needed, seek the opinion of independent directors who have no conflict of interest or of outside experts / the deliberations and the vote shall be recorded in detail in the minutes. If there is only one director and a conflict of interest arises, that director shall document in writing that the terms are fair and reasonable as an arm's-length transaction and, where appropriate, obtain an independent valuation or legal advice before making a decision.
Article 77Annual Disclosure
Each year, directors and key officers shall sign a Conflict of Interest Disclosure Statement in the form specified by the Board and submit it to the Secretary.
Article 78Records of Conflicts of Interest
For every disclosure and handling procedure involving a conflict of interest, the Board shall record the following in the minutes: the nature of the conflict disclosed / the fact that the covered person was excluded from deliberations and the vote / the substance of the independent review conducted by the Board / whether the Board approved or rejected the transaction, and why / the basis for the Board's determination that the transaction is fair and reasonable to the corporation. If the IRS or FTB makes an inquiry, these records serve as important evidence that the corporation practices sound governance.
Article 79Handling Violations
If a covered person violates the provisions of this chapter, the Board may take the following measures: (1) voiding the transaction or arrangement (to the extent this does not harm the rights of third parties) (2) seeking compensation from the covered person for damage the corporation suffered from the violation (3) removing the covered person from office as an officer or director (4) other measures the Board deems appropriate. If a violation of this chapter is determined to be an excess benefit transaction under Section 4958 of the Internal Revenue Code, the Board shall consult legal counsel and consider voluntary disclosure to the IRS or other corrective measures.
Chapter 12: Dissolution
Article 80Resolution to Dissolve
This corporation may be dissolved by a resolution approved by a majority of the Board, in accordance with the requirements of the California Nonprofit Religious Corporation Law.
Article 81Administration of the Dissolution Process
After a resolution to dissolve has been adopted, the corporation shall proceed with dissolution according to the following steps: (1) the Board shall designate a person responsible for liquidation to oversee the dissolution process.
Article 82Payment of Debts
Before any remaining assets are distributed, the corporation shall satisfy its debts and obligations in the following order: (1) costs of the dissolution process (attorneys' fees, accounting fees, administrative fees, etc.) (2) unpaid wages and benefits owed to employees (3) unpaid taxes and penalties owed to tax authorities (the IRS, the FTB, and others) (4) unpaid debts owed to other creditors. If assets are insufficient to pay all debts, the person responsible for liquidation shall consult an attorney and make payments according to the order of priority under applicable law.
Article 83Distribution of Remaining Assets
Upon dissolution, any assets remaining after payment of all debts and obligations shall be distributed to one or more organizations that meet all of the following requirements: organized and operated solely for religious purposes / holding federal exempt status under the Internal Revenue Code / holding state exempt status under California law / not operated for private benefit. The Board shall select the recipient organizations.
Article 84Treatment of Restricted Assets
Restricted assets contributed by donors or others for specific purposes shall, even upon dissolution, be handled within the limits of those restrictions.
Article 85Keeping Records After Dissolution
Even after the dissolution process is complete, the corporation's records must be retained for the periods set out in Article 62.
Chapter 13: General Provisions
Article 86Amendment of the Bylaws
These Bylaws may be amended, supplemented, or repealed at any time by a resolution approved by a majority of the Board.
Article 87Governing Law and Interpretation
These Bylaws shall be interpreted and applied in accordance with California law, in particular the California Nonprofit Religious Corporation Law.
Article 88Severability
If any provision of these Bylaws is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be treated as separate from the others, and all remaining provisions shall continue in full force and effect.
Article 89No Waiver
The corporation's failure to exercise, or delay in exercising, any right under these Bylaws on a particular occasion shall not be deemed a waiver of that right.
Article 90General Provisions on Notice
Where these Bylaws require notice, notice shall be given by one of the following methods: (1) by registered mail or courier (2) by email or other electronic communication (preferably a method that provides confirmation of receipt) (3) orally by telephone (with written confirmation afterward for important matters) (4) in person. Notice is deemed received three business days after mailing for mail, at the time of transmission for email, and at the time of the call for telephone.
Article 91Language
The authoritative text of these Bylaws is in English. Translations into other languages may be prepared for the convenience of the corporation's directors or officers, but translations are for reference only and are subordinate in legal effect to the authoritative English text.
Article 92Consistency with the Articles of Incorporation
These Bylaws supplement the Articles of Incorporation of this corporation, and if they conflict with the Articles of Incorporation, the Articles of Incorporation prevail.
Article 93Entire Agreement
These Bylaws constitute the entire agreement between the Board and the corporation regarding the corporation's internal operations, and supersede all prior oral or written agreements, understandings, and representations on the same subject made before these Bylaws were adopted.
Amendment No. 1 (October 17, 2026)
Written Consent of the Sole Director
The undersigned, being the sole director of IHS Bethlehem Church, a California nonprofit religious corporation, acting by written consent without a meeting under Article 31 of the Bylaws and with the authority given by Article 86, adopts the following resolution:
RESOLVED, that Article 2 is amended to read: "The principal office of the corporation shall be located in Saitama, Japan. The corporation may also maintain an office in the State of California at the address of its registered agent."
Effective: October 17, 2026 Ayuki Kurihara, Sole Director
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