Section 1. Partners.

(a) Partners consist of the persons named in the Articles of Incorporation as Directors, Board Members, and such other persons who may be made partners upon an annual contribution of $25.00 or more.

(b) Partnership is based on annual contributions.

Section 2.Annual Meeting. The partners are invited to attend the annual meeting of the Ministry, which shall be held on the first Saturday in the month of August in each year, beginning with the year 2000, or at such other day within said month as shall be fixed by the Board of Directors, for the purpose of celebrating the Board's decisions for the upcoming year made at the Board meeting immediately before the Annual Conference. If the day fixed for the annual meeting shall be a legal holiday in the State of Alabama, such meeting shall be held on the next succeeding Saturday. If the election of directors shall not be held on the day designated herein before any annual meeting of the ministry, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the membership as soon thereafter as conveniently may be possible. However, should a position be vacated or an additional position be deemed necessary, the Board of Directors may call a special meeting at that time.

Section 3. Place of Meeting. The Board of Directors, being scattered throughout these United States of America at this time, will communicate via the Internet as needed.

Section 1. General Powers. The business and affairs of the Ministry shall be managed by and under the direction of its Officers and Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Ministry shall initially consist of three (3) directors as outlined in the Articles of Incorporation, and shall not be more than twelve (12) rotating members and not less than seven (7), and three fixed members, the President and Vice-Presidents.

(a) The Members of the Ministry's Board of Directors shall initially consist of the persons named in the Articles of Incorporation as Directors and such other person(s) who may be admitted as additional Board members from time to time in accordance with the provisions of these By-Laws.

(b) Membership on the Board of Directors in this ministry will be taken by application and will be approved by a majority vote of the Board of Directors serving at that time.

The terms of Board Members are as follows:

A one-year rotation, optional to the person serving to reapply and voted by other members of the Board of Directors.

A two-year rotation, optional to the person serving to reapply and voted by other members of the Board of Directors.

A three-year rotation, optional to the person serving to reapply and voted by other members of the Board of Directors.

Board memebers are expected to actively perpetuate the Ministry through their individual gifts in one or more of three (3) areas: wisdom, wealth, or work. Regardless of the gifted area, all Board members are expected to support the Ministry by regular attendance of Board meetings and the majority of Ministry functions and events unless providentially hindered.

(1) A leave will be granted to any requesting Board member at any time during the term of office, but will not be counted in a quorum or allowed a vote.

(2) If a Board member fails to attend Board meetings and/or events for three (3) consecutive months, the Board member will be considered inactive and thus, not counted in a quorum or allowed a vote.

(3) Board members who are on leave and/or inactive will be contacted by the President prior to the Annual Conference to determine whether or not they wish to return to active status or resign from the Board.

Section 3. Annual Meeting. The partners are invited to attend the annual meeting of the Ministry, which shall be held on the first Saturday in the month of August in each year, beginning with the year 2000, or at such other day within said month as shall be fixed by the Board of Directors, for the purpose of celebrating the Board's decisions for the upcoming year made at the Board meeting immediately before the Annual Conference. If the day fixed for the annual meeting shall be a legal holiday in the State of Alabama, such meeting shall be held on the next succeeding Saturday. If the election of directors shall not be held on the day designated herein before any annual meeting of the ministry, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the membership as soon thereafter as conveniently may be possible. However, should a position be vacated or an additional position be deemed necessary, the Board of Directors may call a special meeting at that time.

Section 4. Annual Retreat. When possible, an Annual Retreat will be held for the purpose of inspiration and additional planning of the Officers and the Board of Directors.

Section 5. Place of Meeting. The Board of Directors, being scattered throughout these United States of America at this time, will communicate via the Internet as needed.

Section 6. Fixing of Record Date. The Board of Directors may fix in advance a date as the record date for the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or for any other proper purpose, such date in any case to be not more than fifty (50) days and, in case of a meeting of the Board of Directors, nor less than seven (7) days prior to the date on which the particular action, requiring such determination of members, is to be taken. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of the Board of Directors, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of membership has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. The officer or agent having charge of the records of members of the Board of Directors shall make, at least seven (7) days before each meeting of the Board of Directors, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each member, which list, for a period of seven (7) days prior to such meeting, shall be kept on file at the principal office of the Ministry and shall be subject to inspection by any member making written request therefor at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.

Section 8. Quorum. The presence at any meeting of the Board of Directors of the Ministry entitled to cast at least (50%) of the votes in the Ministry, represented in person or by proxy, shall constitute a quorum. If a quorum is not present at any meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present or represented at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

If a quorum is present when the meeting is convened, the directors present may continue to do business, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum present, or the refusal of any director present to vote.

Section 9. Majority Vote. The vote of members entitled to cast a majority of the votes represented at a meeting of the Board of Directors at which a quorum is present shall be the act of the members of the Ministry, unless the vote of a greater number is required by law, the Articles of Incorporation, or these By-Laws.

Section 10. Proxies. At all meetings of the Board of Directors, a member may vote in person or by proxy executed in writing by the member or by his duly authorized agent in fact. Such proxy shall be filed with the Secretary of the Ministry before or at the time of the meeting. No proxy shall be valid after ninety (90) days from the date of its execution, unless otherwise provided in the proxy.

Section 11. Voting Rights. Each Board Member shall be entitled to one (1) vote.

Section 12. Informal Action by Members. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Officers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 12. Withdrawal of a Member. A member may withdraw from the Board of Directors at any time by delivery of written notice to the President or Secretary of the Ministry. The withdrawal shall be effective at the effective time stated in the notice, or if no effective time is stated in the notice, upon receipt of the notice by the President or Secretary.

Section 13. No Liability. A Board member shall not be liable to any third party in his capacity as a member for any debts, obligations or liabilities of the Ministry. No member shall be liable to the Ministry for any calls, assessments or other contributions to capital.

Section 14. Presumption of Assent. A director of the Ministry who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting of a less he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Ministry immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 1. Number. The officers of the Ministry shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer. The President and Vice-Presidents are fixed positions. The Secretary and Treasurer shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors after serving on the Board for at least one year. Any two or more offices may be held by the same person. The failure of the Board of Directors to elect any officer other than a President and a Secretary shall not constitute a violation of these By-Laws.

Section 2. Election and Term of Office. The officers of the Ministry to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held before after each annual meeting of the Membership. If the election of officers shall not be held at such meeting, such election shall be held soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed only if their behavior is no longer moral or ethical, at any time, by the affirmative vote of the Board of Directors, whenever in their judgment the best interests of the Ministry will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights in favor of such officer.

Section 4. Vacancies. A vacancy in any office elected or appointed by the Board of Directors because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the chief executive officer of the Ministry and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Ministry. He/she shall preside at all meetings of the Board of Directors or Special Meetings. He/she may sign, with the Secretary or an Assistant Secretary, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and Laws to some other officers or agent of the Ministry, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Ministry and see that the seal of the Ministry is affixed to all documents the execution of which on behalf of the Ministry under its seal is duly authorized; (d) keep a register of the post office addresses of each member which shall be furnished to the Secretary of such member; (e) have general charge of the stock transfer books of the Ministry; and, (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Ministry; (b) receive and give receipts for monies due and payable to the Ministry from any source whatever, and deposit all such monies in the name of the Ministry in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IV of these By-Laws; and, (c) in general perform all of the duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

Section 10. Salaries. The salaries of the officers may be fixed from time to time, should the ministry ever become solvent, by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Ministry.

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Ministry, and such authority may be general or confined to specific instances.

Section 2. Loans.

(a) No loans shall be contracted on behalf of the Ministry and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

(b) No loans shall be made by the Ministry to its directors or officers. Any director or officer who assents to or participates in the making of such loan shall be liable to the Ministry for amount of such loan until the repayment thereof.

Section 3. Checks. Drafts. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Ministry, shall be signed by such officer or officers, agent or agents of the Ministry and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Ministry not otherwise employed shall be deposited from time to time to the credit of the Ministry in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Proxies. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or agent of the Association, in the name and on behalf of the Ministry, to cast the votes which the Ministry may be entitled to cast as the holder of stock or other securities in any other corporation any of whose stock or other securities of such other corporation, or to consent in writing, in the name and on behalf of the Ministry, as such holder, to any action by such other corporation, and may instruct the person or person so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed, in the name and on behalf of the Ministry and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

The Ministry shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members, Board of Directors and committees thereof and shall keep at its registered or principal office in Alabama a record of the names and addresses of members entitled to vote, directors and officers. The accounting records shall be maintained in accordance with generally accepted accounting principles. All books and records of the Ministry shall be open to inspection by the members or their authorized representatives for any proper purpose at any reasonable time.

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Ministry and the state of incorporation and such other words as the Board of Directors may prescribe.

Whenever any notice is required to be given to any member or director of the Ministry under the provision of these By-Laws, the Articles of Incorporation, the Declaration, the provisions of the Alabama Non-Profit Corporation Act, and any act amendatory thereof, supplementary thereto or substituted therefor, or the Alabama Constitution, a waiver thereof in writing, signing by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

The fiscal year of the Ministry shall be from January to December, as voted on by the Board of Directors through the Internet on August 6, 2008.

Section 1. The Ministry shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals (other than an action by or in the right of the Ministry) by reason of the fact that he is or was a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Ministry, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Ministry, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. The Ministry shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Ministry to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Ministry, or is or was serving a the request of the Ministry, as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Ministry and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Ministry unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court shall deem proper.

Section 3.

(a) To the extent that a director, officer, employee or agent of the Ministry has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(b) Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Ministry only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (i) by the Board of Directors by a majority vote of directors who were not parties to such action, suit or proceeding, or (ii) if disinterested directors so direct, by independent legal counsel in a written opinion, or (iii) by a majority vote of the members.

(c) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Ministry in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Ministry as authorized in this section.

(d) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of members or disinterested director or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The By-Laws may be amended, altered or repealed by the members of the Board of Directors at any regular or special meeting upon the affirmative vote of not less than two-thirds (2/3) of all of the members.

I, the undersigned, the incorporator of Woes to Wows Ministries, certify that the

foregoing By-Laws, consisting of Articles I to XII, inclusive, constitute a true and complete copy of the By-Laws of the corporation as adopted by written consent of the incorporator through Internet voting on the 6th day of August, 2008.