Of The
153 FISH CAMP

(An Alaska Not-for-Profit Corporation)

Date March 1, 2005

ARTICLE I

Name, Seal, Duration, Registered Office and Agent

1. Name: The name of this-not-for profit corporation is 153 Fish Camp, Inc. (hereinafter the "Corporation").

2. Seal: The seal of the Corporation (if needed) shall be circular in form and shall bear in its outer edge the words "153 Fish Camp, Inc" and in the center the words "Corporate Seal" shall appear.

3. Duration: The Corporation shall exist perpetually, unless voluntarily dissolved by both the Board of Directors and the members of the Corporation by operation of the law.

4. Registered Office: The registered office of the Corporation is 153 Fish Camp, Inc., HCO4 Box 9315, Palmer, Alaska 99645 .

5. Registered Agent: The name of the registered agent of the Corporation is Donna Embree, HCO4 Box 9315, Palmer, Alaska 99645

ARTICLE II

Purpose, Activities and Intent of the Corporation

PURPOSE

The purpose of 153 Fish Camp is to provide a place and environment that will benefit people in four main areas of life:

1. Spiritually: Provide opportunities for spiritual growth, evangelism, faith building and a greater knowledge of God and His creation through worship, Bible studies, activities, discussions and relationships.

2. Physically: To provide physical experiences through various outdoor activities such as fishing, boating, hunting, hiking, construction and other adventure outings.

3. Relationships: Through the various activities foster opportunities to build deeper more meaningful relationships with friends, neighbors, family and others in general.

4. Emotional/Psychological: Provide an atmosphere that promotes acceptance, relaxation, and reflection on those aspects of life that bring true fulfillment.

STATEMENT OF FAITH

1. We believe the Bible to be the inspired and only infallible, authoritative Word of God.

2. We believe that there is one God, eternally existent in three persons: Father, Son, and Holy Spirit.

3. We believe in the deity of Christ, in His virgin birth, in His sinless life, in His miracles, in His vicarious and atoning death through His shed blood, in His bodily resurrection, in His ascension to the right hand of the Father, and in His personal return in power and glory.

4. We believe that for the salvation of lost and sinful man, regeneration by the Holy Spirit is essential, and that repentance from sin and acceptance of Jesus Christ as Lord and Savior is the only way to come into a relationship with God.

5. We believe in the present ministry of the Holy Spirit, by whose indwelling the Christian is enabled to live a godly life; we further believe His power and gifts are available to believers today.

6. We believe in the resurrection of both the saved and the lost; they that are saved unto the resurrection of life, and they that are lost unto the resurrection of damnation.

7. We believe it is important to uphold the Scriptural practices of the early church. Therefore, we hold to the practice of water baptism and the regular taking of communion. We do not believe that either of these practices is essential for salvation, but that they serve as demonstration of our living faith in Christ.

ACTIVITIES

1. The 153 Fish Camp, Inc. and its activities shall be charitable in nature. The Corporation shall take no part in, or lend its support or influence to any political party or any candidate for political office. No substantial part of its activities shall involve the carrying of propaganda or otherwise attempting to influence legislation.

2. Activities will be to provide individuals and families the opportunity for a life changing adventure.

3. The Corporation support shall include but not be limited to, the following:

a) Use of volunteer labor, materials and funds,

b) Donations and grants, both public and private, and

c) Participant fees for the use of Corporation services and resources.

4. The support shall be used to secure funds for:

a) Operations, capital improvement and management support for the Corporation.

b) Acts on behalf of the Corporation to raise, receive, administer and disburse fees, funds, endowments, bequests and gifts for the benefit of the 153 Fish Camp, Inc.

c) Stimulate the use of the Corporation and its resources and services to all interested parties.

5. Intent: This Corporation support is intended to supplement and not to take over the place of support given by other options.

ARTICLE III

Government

1. The Headship of Christ:

The government of 153 Fish Camp shall be focused on seeking and maintaining the Lordship and direction of Jesus Christ. All those in authority shall continually seek His mind and will, through His Spirit and the Word of God in all actions and decisions.

2. The Board Members and Officers:

a) The Board Members and Officers shall oversee the Corporation by precept and example. They shall pray together regularly, seeking the mind of God and shall function according to the principle of unanimity as the mark of the Holy Spirit's direction. They shall meet regularly to review the progress of the execution of day to day functions. They shall gather to pray and review the progress, informally, as frequently as needed for mutual counsel.

b) Their Qualifications will be governed by the Biblical example contained in 1 Timothy 3:1-7 and Titus 1:5-9. A candidate must subscribe to the statement of faith as described in Article II of these Bylaws. A candidate should have evidenced the obvious calling of God upon his life in terms of experience and report.

3. Business:

a) The business and assets of the Corporation shall be managed and controlled by the Board of Directors. There shall be not less than three (3) or more than five (5) Directors.

b) Officers: The Board of Directors shall elect from its Directors a:

1)      President: The President shall be chief officer of the Corporation and shall perform such other duties as are necessarily incident to the office.

2)      Vice-President: The Vice-President shall perform all duties of the President during the absence of the President.

3)      Corporate Secretary: The Corporate Secretary shall give notice of all meetings and keep minutes of those meetings. It shall be the duty of the Corporate Secretary to conduct all official correspondence; preserve all documents and communications, and maintain an accurate record of all proceedings of the Corporation, Board of Directors, and Committees.

4)      Corporate Treasurer: It shall be the duty of the Corporate Treasurer to deposit all funds, pay all bills, maintain accurate and current financial records, give a financial report at each regular scheduled meeting, make year-end report to Directors, make required year-end filings to the IRS, make other reports as requested by Directors.

c) Terms:

1)      Board of Directors: The term of office of members of the Board of Directors shall be for three (3) years. A Director selected to fill a vacancy shall serve for the duration of the unexpired portion of the predecessor's term and may then be eligible for two (2) full terms. Directors' may serve more than two (2) successive terms. Directors' terms shall begin October 1 and end on September 30.

2)      Staggering Terms: The Board of Directors shall be divided into three (3) lots the first lot to serve a term of one (1) year; the second lot to serve a term of two (2) years and the third lot to serve a term of three (3) years. Those serving terms less than three (3) years will be eligible to serve more than two (2) successive terms.

3)      Officers: The term of office for the officers is for one year and is to begin on October 1 and end on September 30. Officers may serve more than two (2) successive terms as officers, provided they are eligible to serve as outlined in Article III, Section 2 (b).

d) Elections: Ballots will be sent to the directors prior to the annual meeting and the newly elected will be officially seated at the annual meeting. Each year, as soon as possible after the annual meeting, the Board of Directors shall meet.

e) Vacancies: The Nomination Committee will provide a slate of nominees for the board of Directors' consideration in filling vacancies on the same Board. Vacancies on the Board of Directors, for any reason other than term expiration, shall be filled from the slate of nominees by a majority vote of the remaining members of the Board. The Director(s) so appointed shall fill the unexpired term created by the vacancy. Fulfillment of unexpired terms shall not constitute a term of office and the individual shall then be eligible to serve two (2) successive terms as outlined in above Article III, section 4, a) and c).

f) Termination of Officers: Upon termination, resignation, vacancy, death or inability of any officer to serve, the Board of Directors shall elect from the remaining Board of Directors an officer to fill the vacancy. This will be by a majority vote and for the unexpired term. Fulfillment of unexpired terms shall not constitute a term of office and the individual shall then be eligible to serve as outlined in above Article III, section 4, a) and b).

g) Compensation: No part of the earnings of the Corporation shall insure to benefit of any Director, official, member, trustee or individual. The Board of Directors of the Corporation shall not receive compensation for their services, but bona fide, reasonable expenses as approved by a majority of the Directors my be paid from the Corporation assets. However, no director or officer will have any right or entitlement to any asset of the Corporation. The Board of Directors, by majority vote, may establish reasonable compensation for extraordinary services to the Corporation.

h) Bonding: The Board of Directors may, at its discretion, require bonding of the Treasurer/Corporate Secretary or any other officer having custody of/access to Corporation assets or property. Bonding costs will be paid by the Corporation.

4. Authority and Power:

a) The Board of Directors shall have the authority and power for carrying out any and all purposes of the Corporation. To carry out its duties the may delegate certain authority and duties.

b) Action on the following specified matters shall require a majority vote by whole membership of the Board of Directors:

1)      Adopting and amending Bylaws

2)      Restating the Articles of Incorporation

3)      Electing or removing any Director. Removal must be for cause. Unexcused absences from three (3) consecutive meetings of the Board of Directors may be considered a cause for removal.

4)      Appointing or removing any officer or member of any committee.

5)      Authorizing the dissolution of the Corporation.

6)      Adopting a plan for distribution of the assets of the Corporation.

7)      Authorizing the sale, lease, exchange or mortgage of all or substantially all of the assets of the Corporation.

ARTICLE IV

Committees

1. The President shall appoint the chairperson and members of such committees as authorized by the Board of directors. One member of each committee shall be a voting member of the Board of directors; other committee members need not be members of the Board of Directors.

2. Standing Committees: Standing committees may be appointed by the President with approval of the Board. The members and terms are to be as necessary to carry out the business of the Board. However, there shall be an annual review each June in which the members, terms and necessity of the committee shall be determined.

3. Duties of committee Chairperson: Committee chairpersons shall provide both written and oral reports to the Board of Directors at their request and at each Regular Meeting and at the Annual Meeting.

4. Committee Activities: Committee activities shall be approved by the Board of Directors. No expenses shall be incurred by a committee without prior written approval from the Board of Directors.

ARTICLE V

Meetings and Voting

1. Regular Meetings: There shall be meetings every third Thursday in each month. The annual meeting will be held in September will be for the election of members to the Board of directors and other business matters.

2. Special Meetings: The President, the Vice-President or any three (3) members of the Board may call Special Meetings. A quorum consisting of fifty percent (50%) of the voting Directors or proxies shall be required for the transaction of business. All meetings shall be conducted in accordance with Roberts Rules of Order.

3. Voting: Each member of the Board of directors shall have one (1) vote. All matters shall be decided by a majority vote of the members present. Directors may vote by filing with the Corporate Secretary a written vote on a specific issue or by a written proxy for another Director to vote.

4. Notice of Meetings: Notice of Regular Meetings shall be given by the Corporate Secretary not less than seven (7) days before the meeting. Notice of special Meetings may be given by the Corporate Secretary or the Officer or Director calling the Special Meeting and shall state its purpose. Notice of Special Meetings shall be given not less than three (3) days before the meeting, unless the meeting is considered to be an emergency nature then the notice period may be waived by a quorum. Notice may be by telephone, fax, e-mail or mail.

5. Quorum: A quorum shall be a majority of the members of the Board of Directors constituted at the time notice of meeting is given. No business transaction shall take place without a quorum.

6. Telephone pools: When in the judgment of the President or acting President, any question shall arise that should be put to the vote of the Board and it is inexpedient to call a Special Meeting, The President may poll the Board by telephone. Action may be taken by a majority vote of the Board and is as effective as action taken at a duly called meeting. The action taken and a record of the vote will be made in the minutes of the next regular meeting. This method may not be used to initiate a new policy or be in conflict with existing Corporation policy and shall not be used to authorize the expenditure of more than five hundred dollars ($500.00)

ARTICLE VI

Dues

Annual dues (if any), shall be determined by the Board of Directors prior to the Annual Meeting and approved at that meeting by the majority of the members of the Board of Directors in attendance.

ARTICLE VII

Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and end on December 31.

ARTICLE VIII

Annual Report

1. Filing Annual Reports:

a) The President shall cause to be prepared and filed with the Secretary of State of Alaska the Annual Alaska Corporate Report as prescribed by State Code.

b) The Treasurer shall cause to be prepared and filed:

(1)   The annual Federal Income Tax returns as required by law.

(2)   An annual financial summary report on the Corporation for inclusion in the report provided for in sub-paragraph "c", immediately following.

c) The President shall cause to be prepared an annual information report summarizing the activities and accomplishments of the Corporation during the year.

2. Distribution: Copies of the materials prepared under sub-paragraph "a", "b", "c' immediately above shall be filed at the Office of the Registered Agent for the Corporation. Same said copies shall be available to any interested persons. Additional copies for distributions may be made as authorized by the Board of Directors.

ARTICLE IX

Liability of Directors

1. Liability: As provided in Alaska Code, the Directors, Officers, members and employees of the Corporation shall not, as such, be liable for its obligations.

2. Indemnification:

a) An individual made a party to proceeding because the individual is or was a Director may be indemnified against liability, if the individual:

(1)   Conducted him/herself in good faith.

(2)   Reasonably believed that his/her conduct was in the best interest of the Corporation, or

(3)   his/her conduct was at least not opposed to its interest, and

(4)   had no cause to believe his/her conduct was unlawful.

b) The Corporation shall indemnify a Director in the defense of any proceeding to which the director was a party, against reasonable expenses actually incurred in connection with the proceeding.

ARTICLE X

Amendments

The Board of Directors shall have the power to make, alter, amend and repeal the By-Laws of the Corporation, by majority vote, providing proposed changes are presented to all Directors at least fourteen (14) days before the Regular Board Meeting at which such amendment(s) is to be considered.

ARTICLE XI

Distribution and Dissolution

Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a non-profit fund, Corporation or a corporation which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954, as the same now exists, or as may be amended from time to time.

Approved and dated this, 1 st day of March, 2005