Articles of Incorporation (Amended & Restated)

WORD MADE FLESH, INC.

I. The name of the Corporation is: Word Made Flesh, Inc.

II. The initial registered office of the Corporation shall be located in Forsyth County, Georgia at 112 North Main Street, Cumming Georgia 30040, and the name of its initial registered agent at that office shall be Putnam C. Smith. 

III. The name and address of the incorporator is W. Thomas Miller, Jr., 6231 Gateway Drive, Columbus, Georgia  31909.

IV. The affairs of the Corporation shall be managed by a board of directors, which shall exercise all of the powers of the Corporation.  The number, qualifications for and method of election of directors of the Corporation shall be set out in the bylaws.

V. The Corporation shall have no members.

VI. No director shall have any personal liability to the Corporation for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director:  (a) for any appropriation, in violation of his or her duties, of any business opportunity of the Corporation; (b) for acts or omissions which involve intentional misconduct or a knowing violation of law; (c) for the types of liability set forth in Sections 14-3-860 through 14-3-864 of the Georgia Nonprofit Corporation Code; or (d) for any transaction from which the director received an improper personal benefit.

VII. The Corporation is organized and shall be operated exclusively for charitable, educational, scientific, and literary purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) to initiate and develop relief and care projects to assist and minister to the World's poor, serving Jesus among the poorest of the poor, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue law).

VIII. The Corporation is not organized and shall not be operated for pecuniary gain of profit.  No part of the property or net earnings of the Corporation shall inure to the benefit of or be distributable to its directors, officers, members or other private persons except that the Corporation shall be organized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article VII hereof.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation to such extent as would result in loss of its exemption from federal income tax under Section 501 (c)(3) of the Code.  The Corporation shall not participate in, or intervene in (including publication or distribution of statements) any political campaign on behalf of any candidate for public office, and no director, officer, member or other private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

IX. The Corporation shall at all times be organized and operated so as to constitute an organization exempt from taxation to the extent provided under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue law).  Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal revenue law) or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal revenue law).

X. Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute, transfer, convey, deliver and pay over all of the remaining assets of the Corporation to one or more organizations at the time qualifying as exempt organizations under Section 501(c)(3) of the Code (or the corresponding provisions of any future United States internal revenue law), contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provisions of any further United States internal revenue law), to be used exclusively for charitable or other public purposes, all as the board of directors acting in its discretion shall determine.  Any such assets not so distributed shall be disposed of by order of the Senior Judge of the Superior Court of Forsyth County, Georgia, exclusively for such purposes and to organizations then so qualifying, as the Court shall determine.

XI. The mailing address of the initial principal office of the 225 South Walnut, Suite 8, Wilmore, Kentucky  40390.

XII. The Corporation is organized pursuant to the Georgia Nonprofit Corporation Code.

IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed, its corporate seal affixed and the foregoing to be attested, all by its duty authorized officers, this 29 day of April, 2000.

WORD MADE FLESH, INC.

By:__________________________
Chris Heuertz, Executive Director

Attest:________________________
Kyle Schroeder, Secretary

CORPORATE SEAL