The Articles and Bylaws

1.1 Name

The name of this nonprofit corporation, organized under the Nonprofit Corporation Act of the State of Maryland, is MRG Media. The corporation is located at 3 West Douglas Ct, Smithsburg, MD 21783.

1.2 Principal Office

The Corporation is situated in the State of Maryland at such specific location as the Board of Directors shall determine from time to time. The Board of Directors may also determine to have such other offices as the Corporation requires.

2.1 General Purpose

• (a) Exclusively for producing and broadcasting religious radio programs for purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law, including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such 501(c)(3).
• (b) To exercise such rights, powers, duties, and authority of a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Maryland that are consistent with the preceding paragraph.

2.2 Specific Purposes

• (a) Interview educational experts, inspirational authors, and artists.
• (b) Edit and produce radio, television, and live streaming programs for nonprofit radio/TV.
• (c) Provide completed programs to networks and independently owned stations.
• (d) Attend conventions and conduct educational workshops in conjunction with the broadcasting ministry.
• (e) Provide education and support to homeschooled students.

3.1 Membership

The Corporation shall have no members other than the persons elected or appointed as members of the Board of Directors, who shall be considered to be the members of the Corporation for any statutory provision or rule of law relating to members of a non-stock nonprofit corporation.

3.2 Qualifications For Membership

The members of the Corporation shall consist of such persons as: 1) Apply for membership on a form approved by the Board of Directors; 2) Are members of the Corporation; 3) Subscribe to the purposes and goals of the Corporation; 4) Agree to abide by the Bylaws of the Corporation as amended from time to time.

3.3 Voting Rights

Each member in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting members by proxy.

3.4 Membership Dues

There shall be no dues or assessments imposed upon or required by members of this Corporation.

3.5 Meetings of Members

The annual meeting of the voting members shall be held the first week of each year, or such other times as the Board of Directors may fix in the notice of such meeting, at the principal place of business of the Corporation or in such other place as may be designated by the Board of Directors.

3.6 Notice of Meetings

Notice of each regular and special meeting shall be given to each member entitled to vote thereat, personally, by prepaid mail, by facsimile transmission, or other electronic means, addressed to each member at the address appearing on the books of the Corporation. Such notices shall be sent not less than ten (10) and not more than sixty (60) days before each meeting.

3.7 Quorum

Fifty percent (50%) of the voting members shall constitute a quorum. The members present in person at such a meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

3.8 Termination of Membership

The membership of each member of the Corporation will terminate upon the member's death, resignation, or expulsion. Unless otherwise determined by the Board of Directors, each member's membership will immediately terminate if his or her lifestyle is not in harmony with the standards of the Corporation.

4.1 Powers

Subject to any limitations of the Articles of Incorporation, the Maryland Nonprofit Corporation Act, or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors.

4.2 Number of Directors

The number of directors constituting the entire Board shall be a minimum of one (1) and a maximum of eight (8), as fixed by resolution of the Board.

4.3 Qualifications for Office

Every director must be a member in good standing of this Corporation. Each director must be a U.S. citizen. No person who is holding public office is eligible to be a director. Each director shall be at least 18 years of age.

4.4 Election of Directors

The Board of Directors shall choose its own members. The term of each director, upon being elected to office, shall begin immediately.

4.5 Ordination of Ministers

Individuals will be recruited who have a dedicated walk with God and who embrace the mission of MRG Media Ministries and subsidiaries. Required qualifications shall include at least 12 hours of academic coursework in leadership, communications, religion, and Bible education.

4.6 Term of Office

The regular term of office for each director shall be 3 years, unless sooner terminated by death, incapacity, resignation, or removal. Directors may be elected or appointed to no more than three (3) successive terms.

4.7 Staggering Terms

The terms of the directors shall be staggered. To stagger the terms of the directors, as close as possible to one-third of the directors shall be selected each year.

4.8 Nomination of Directors

At least forty-five (45) days before the annual meeting of the voting members, the Nominations Committee shall present a list to the Secretary containing the names of eligible nominees as directors for the ensuing year.

4.9 Removal

Cause for removal exists whenever a director: (a) fails to attend three (3) consecutive regular meetings; (b) is convicted of a felony; (c) has committed a material breach of fiduciary duty; (d) has committed an act of moral turpitude; or (e) ceases to be a member in good standing.

4.10 Existence of Vacancies

A vacancy in the Board of Directors exists in cases of: (a) The death, incapacity, resignation, or removal of any director. (b) The authorized number of directors is increased. (c) At any meeting of the voting members at which a director is to be elected, but the voting members fail to elect the full authorized number of directors.

4.11 Filling of Vacancies

Vacancies that occur on the Board of Directors are to be filled by a majority vote of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office.

4.12 Place and Number of Meetings

Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors. The Board shall hold at least three (3) meetings each calendar year.

4.13 Annual and Special Meetings

The annual meeting of the voting members shall be held the first week of each year, or such other times as the Board of Directors may fix in the notice of such meeting.

4.14 Notice of Meetings

A regular meeting of the directors may be held without prior notice. Notice of the time and place of special meetings of the Board shall be given personally to the directors or sent by mail or other forms of communication at least three (3) days in advance of such meeting.

4.15 Ex Officio Board Advisors

All current officers of the Corporation and the immediate past President of the Corporation, to the extent such persons are not elected directors, shall be ex officio advisors to the Board of Directors. Ex officio advisors are entitled to attend and participate in meetings of the Board of Directors, but not to vote in the ex officio capacity.

5.1 Responsibility

All officers are subordinate to and responsible to the Board of Directors.

5.2 Number and Selection

The Board of Directors shall appoint a President, a Secretary, and a Treasurer, and one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. A person may hold more than one office.

5.3 Resignation and Removal

The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by a majority vote of the Board of Directors.

5.4 President

The President shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Corporation.

5.5 Vice President

At the request of the President, or in the President's absence or disability, the Vice President shall perform all the duties of the President.

5.6 Secretary

The Secretary shall cause to be kept at the principal office of the Corporation the official seal, the membership book, and a book of minutes of all meetings of directors and members.

5.7 Treasurer

The Treasurer shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements; deposit all money and other securities in such depositories as may be designated by the Board of Directors.

5.8 Salaries

The salaries of the officers, if any, of the Corporation shall be fixed from time to time by the Board of Directors.

5.9 Annual Transition

To maintain the Corporation's continuity, officers whose terms of office have expired shall ensure the orderly transition of authority to their successors before being relieved of their responsibilities.

6.1 Donations

All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct. The Corporation may raise revenues through fundraising activities and donations at the discretion of the Board of Directors.

6.2 All Donations Subject to these Bylaws

Donors may make donations to or for the use of the Corporation by naming or otherwise identifying the Corporation in the gift transfer instrument. Each donor, by donating to or for the use of the Corporation, accepts and agrees to all the terms of these Bylaws.

6.3 Segregation of Funds

No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary to follow any other direction by the donor as to purpose, investment, or administration.

6.4 Improper Donor Directions

If any direction by the donor would, if followed, result in the use of any donation or fund contrary to the charitable purposes of the Corporation, the direction shall not be followed.

6.5 Changed Circumstances

Whenever the Board of Directors decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, it may order such variance.

6.6 Charitable Trusts

If a donation is made to the Corporation by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Corporation shall be regarded as Corporation funds only when the Corporation becomes entitled to their use.

6.7 Board Determinations

The Board shall, from time to time but not less frequently than annually, determine all distributions to be made from net income and principal of each fund pursuant to these Bylaws and any applicable donor's direction.

6.8 Making of Distributions

The Board may, in furtherance of the Corporation's broadcasting purposes, when needs therefor have been determined, and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, and agencies as can best carry out such purposes.

6.9 Distributions of Principal

Determinations may be made to distribute all or part of the principal from funds donated without directions as to principal or income, as well as pursuant to directions expressly permitting the use of principal.

7.1 Actions Jeopardizing Tax Status

This Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under 501(c)(3) of the Internal Revenue Code of 1986, as amended.

7.2 Lobbying and Political Activities

(a) The Corporation shall not lobby or otherwise attempt to influence legislation except as authorized by a resolution adopted by the Board of Directors. (b) The Corporation shall not participate or intervene in any political or judicial campaign on behalf of any candidate for public office whatsoever.

7.3 Private Inurement

No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private person.

7.4 Non-Discrimination

In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color, national origin, or gender.

7.5 Prohibited Acts

The Corporation shall not engage in any act of self-dealing as defined in Internal Revenue Code 494(d); the Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income.

7.6 Conflicts of Interest

A conflict of interest occurs when a person under a duty to promote the interests of the Corporation is in a position to promote a competing interest instead. Fiduciaries include all Corporation employees, directors or officers, and members of any Corporation committee.

7.7 Typical Conflict Situations

Conflicts of interest are likely to arise whenever: a) a fiduciary has a personal interest in a vendor of goods or services to the Corporation; b) Corporation employees are loaned to other organizations; c) Corporation fund raisers give financial advice to donors; or d) project funding requests are submitted by a potential grant recipient with which a fiduciary is connected.

7.8 Discharging Conflicts of Interest

All conflicts of interest must be disclosed to the Board of Directors. After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest.

7.9 Preventing Conflict Situations

The Corporation, through the Board of Directors, shall encourage all fiduciaries to prevent conflicts of interest where possible.

7.10 Litigation

The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.

7.11 Prohibitions under MRG Media Bylaws

This Corporation shall not take any action or carry on any activity not permitted to be taken or carried on by MRG Media under its bylaws.

7.12 Corporation Leaders

Only voting members of the Corporation may lead Corporation meetings and other Corporation activities.

8.1 Property of the Corporation

The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.

8.2 Dedication of Assets

This Corporation does not contemplate pecuniary gain or profit to the members thereof except as provided by law under 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time.

8.3 Disposition upon Dissolution

Upon the dissolution or winding up of the Corporation, all the business, properties, assets and income of the Corporation remaining after payment of all debts and liabilities shall be distributed to a nonprofit fund, foundation, or corporation organized and operated exclusively for tax exempt purposes.

8.4 Financial Accounts

The Corporation may establish one or more checking, savings, or investment accounts with appropriate financial entities or institutions as determined at the discretion of the Board of Directors.

8.5 Appointment and Employment of Advisors

The Board may, from time to time, appoint, as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation's purposes.

8.6 Auditing of Accounts

The accounts of each fund shall, without revealing the identity of any donor who directed anonymity at the time of the donation, be audited in accordance with generally accepted auditing practices by an independent auditor appointed or approved by the Board.

8.7 Financial Statements and Reports

An independent auditor appointed or approved by the Board shall prepare for the Corporation a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions.

8.8 Limitations on Debt

The Corporation shall incur no debt beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors.

8.9 Liability of Directors and Officers

No director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability, and creditors shall look only to the Corporation's assets for payment.

8.10 Liability of Members

No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability, and any creditors shall look only to the Corporation's assets for payment.

8.11 Property Interests

Members have no interest in the property, assets, or privileges of the Corporation. Cessation of membership shall operate as a release and assignment to the Corporation of all right, title, and interest of any member.

8.12 Fiscal Year

The fiscal year of the Corporation shall be from January 1 to December 31.

9.1 Nonderivative Actions

Subject to all of the other provisions of this Article, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, by reason of the fact that the person is or was a director or officer of the Corporation, against expenses (including actual and reasonable attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, if the person acted in good faith.

9.2 Derivative Actions

Subject to all of the provisions of this Article, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor.

9.3 Expenses of Successful Defense

To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article, the person shall be indemnified against actual and reasonable expenses (including attorney fees) incurred by the person in connection with the action.

9.4 Impact of Tax Exempt Status

The rights to indemnification outlined in this Article are expressly conditioned upon such rights not violating the Corporation's status as a tax-exempt organization described in 501(c)(3) of the Internal Revenue Code of 1986, as amended.

10.1 Adoption

Except for those items specified in these Bylaws as not being subject to amendment, if any, these Bylaws may be adopted, amended, restated, or repealed by the Board of Directors subject to membership ratification. They shall be effective only upon such ratification. Membership ratification shall require the affirmative vote of at least two-thirds (2/3) of the total number of voting members.

10.2 Inspection of Bylaws

The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers, and directors at all reasonable times during office hours.