the Corporation was incorporated by Letters Patent issued by the Lieutenant Governor of Ontario on the 18th day of December, 1991, for the objects described in the said Letters Patent.

BE IT ENACTED as a by-law of "OPERATION SHARING OF WOODSTOCK" (the "Corporation") as follows:

In this by-law and all other by-laws and resolutions of the Corporation unless the context requires otherwise:

i) the singular includes the plural;

ii) the masculine gender includes the feminine;

iii) "Board" means the board of directors of the Corporation;

iv) "Corporation" means Operation Sharing of Woodstock;

v) "Corporations act" means the Corporations Act, R.S.O, 1990, Chap C., and any statute amending or enacted in substitution therefor, from time to time;

vi) "Officers" means the persons who hold the offices of the Corporation as enumerated and described herein below;

vii) "Directors" means the persons who are voting members of the Board as explained herein below;

The Corporation shall be a not for profit, voluntary organization, and shall be carried on without purpose of gain for its members. Any profits or accretions to the Corporation shall be used only to promote its objects which are as stated in the Letters Patent, and set forth as follows:

3) HEAD OFFICE

The head office of the Corporation shall be in the City of Woodstock in the Province of Ontario, or such other place within the County of Oxford as the Board may resolve from time to time.

The Corporate Seal of the Corporation shall be such as the board may from time to time adopt, and shall be entrusted to the Secretary of the corporation for its use and safekeeping.

The governing body of the Corporation shall be a Board of Directors, and the Board shall determine policy and plans for the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation in accordance with the by-laws or any resolution of the Corporation, or by statute expressly directed, except as may be required to be done by the Corporation at a general or special meeting of members:

a. the Board shall at all times act in accordance with the Corporations Act,

the Charter, and the By-laws of the Corporation;

b. the Board may act only by the decision of a duly constituted Board meeting;

c. The Board's responsibilities shall include but not be limited to the following:

- ensuring that the aims and objectives set out in paragraph 2 are followed

and that policies incidental thereto are established and regularly reviewed;

- approving membership applications;

- co-ordinating the reports and activities of all committees;

- determining the agenda for all general meetings; reporting on its

activities to each meeting of members; and

- hiring, dismissing and directing the staff and fixing his or her remuneration.

5.1 Composition of Board Quorum and Qualifications

The Board shall consist of ten directors or such number as shall be determined from time to time by the Board and confirmed by resolution at an annual meeting, which . A simple majority of such number shall constitute a quorum for the transaction of business, or such other number of members as may be decided by an amendment to this By-law or further By-law of the Corporation in accordance with the procedure for adopting same.

5.2 Qualifications

No person shall act as a director of the Corporation unless that person is eighteen years of age and is a member of the Corporation. A majority of Directors must be Canadian citizens or landed immigrants. No undischarged bankrupt or person found to be mentally incompetent shall be a director. A person who is elected a director is not a director unless they were present at the meeting when they were elected and did not refuse at the meeting to act as director, or where they were not present at the meeting, they consented in writing to act as director before their election or within ten days thereafter. Wherever the phrase "in writing" is used in this by-law, it shall include e-mail.

5.3 Election of Directors

a) Directors shall normally be elected by the members at the annual meeting.

b) The election shall be by secret ballot only when ballots are requested by a voting member.

c) A nominating committee of not less than 2 persons appointed by the Board shall supervise the nomination process and shall if they deem advisable encourage persons to allow their names to be placed in nomination or to be considered for appointment to the Board. Nominations may be accepted at the meeting for purposes of the election of directors.

5.4 Vacation of Office

A person ceases to be an Officer or a Director of the Corporation:

a. if he or she becomes a bankrupt;

b. if he or she is found by a court or statutory tribunal to be mentally incompetent or of unsound mind or lacking mental capacity for the duties of the office;

c. if by notice in writing to the Secretary of the Corporation he or she resigns the office;

d. if he or she ceases to be a member of the Corporation; or

e. if he or she becomes ineligible to hold office, or is removed from office, under

other provisions of these bylaws.

5.5 Removal of Officers or Directors

The members of the Corporation may, by resolution passed by at least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Officer or Director before the expiration of his or her term of office and may, by majority of the votes cast a such meeting, elect any member in his or her other stead for the reminder of his or her term.

5.6 Vacancy

Where a vacancy occurs on the Board and a quorum of directors remains in office, the remaining directors may appoint a qualified person to fill the vacancy until the next annual meeting subject to the approval of the members at the next annual meeting of members. If the members at such meeting do not approve the director appointed by the Board, they shall elect another member to fill the vacancy for the remainder of the term. If no quorum of directors remains in office, then the remaining directors shall call a meeting of members at which sufficient directors shall be elected to fill any vacancies for the balance of the original terms.

5.7 Remuneration of Directors and Officers

The Directors of the Corporation shall serve without remuneration and no Director shall directly or indirectly receive any profit from her or his position as a Director or Officer; provided that a Director may be paid reasonable expenses incurred by him or her in the performance of their duties, with approval of the Board.

5.8 Responsibilities of Individual Directors

The responsibilities of directors shall be (in addition to any responsibilities any director may have as an officer) the following:

1) to attend all meetings of the Board and of members, unless excused by the Board;

2) to be prepared for all meetings by reading the relevant reports;

3) to act honestly, in good faith and in the best interests of the Corporation at all times and place this duty before personal interest;

4) to respect the confidentiality of matters considered by the Board or coming to their notice or attention as directors which are of a confidential or private nature; and

5) to perform any specific duties which may be assigned by the Board.

6.1 Place of meetings and notice

a. Meetings of the Board may be held either at the head office of the Corporation or at any place within Ontario. A meeting of the Board may be convened by the President or by any two Directors at any time and the Secretary upon direction of the President or upon the direction of any two Directors, shall convene a meeting of the Board.

b. Notice of any meeting of the Board shall be delivered or mailed or sent by telecopier or otherwise communicated to each Officer and Director not less than seven days if mailed and not less than two days if delivered, sent by fax, e-mail or otherwise communicated (exclusive of the day on which the notice is delivered or mailed or sent by fax, e-mail or otherwise communicated but inclusive of the day on which the meeting is to be held) before the meeting is to take place; provided always that meetings of the Board may be held at any time without formal notice if all the Officers and Directors are present or those absent have waived notice or have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Director or Officer.

c. For the first meeting of the Board, which is to be held immediately following the election of Directors at an annual meeting of the members or for a meeting of the Board at which a new Director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the Director(s) thus newly elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the Board is present.

d. In no case shall more than four months elapse between meetings of the Board.

e. If all the directors present or participating in a meeting consent, a director may participate in a meeting of the Board by means of such telephone or other device as permits all persons participating in the meeting to hear each other and a director participating in such a meeting in that manner shall be deemed to be present.

6.2 Voting

a. Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the question will not carry.

b. At any Board meeting unless a poll is demanded, a declaration by the chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost or not carried by a particular majority, shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

6.3 Confidentiality

a. All directors shall keep confidential all matters considered by the Board or coming to their notice or attention as directors which are of a confidential or private nature. Such matters shall include personal information on individual members or clients and information relating to the business of the Corporation where secrecy is appropriate to preserve the Corporation's position against third parties.

b. If any officer, employee, or other member of the Corporation is present at a Board meeting where confidential matters are considered and becomes aware of such confidential information, such person shall have an obligation to keep such information confidential and not to communicate it to anyone else.

c. The minutes of the Board meetings shall include details of all items of business discussed. However, details of confidential matters shall not be included in copies of the minutes circulated or given to non-directors.

7.1 Officers

The Officers of the Corporation shall consist of a President and a Vice-President, who shall be elected annually by the Board from among the Directors at the first meeting of the Board following the annual election of Directors, and a Secretary and a Treasurer. The Board may appoint from time to time such other Officers, Assistant Officers and agents as it may deem necessary, who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.

7.2 Delegation of duties of Officers

In the case of absence or inability to act of any Officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such Officer to any other Officer or to any Director for the time being.

7.3 President

The President shall:

a. act as chairman of the Board and shall normally preside at all meetings of the Board and all general or special meetings of the membership;

b. be a non-voting "ex officio" member of all committees appointed by the Board;

c. sign such contracts, leases, or other documents or instruments in writing as require his or her signature;

d. exercise general supervision or co-ordination over the administration of the operations of the Corporation;

e. perform such other duties as the Board may from tine to time prescribe;

f. oversee the preparation and submission of such reports, policies and statements as the Board may from time to time direct be prepared and submitted to the Board or to the membership of the Corporation;

g. ensure that an annual budget is prepared for the Corporation, showing expected revenues and expenditures, as well as an annual report for presentation to the general membership of the Corporation;

h. represent the Corporation before groups agencies or members of the press requesting information or attendance of the Corporation, or appoint a delegate or representative to fulfil such duties.

7.4 Vice-President

The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-President shall:

a. sign such contracts, documents or instruments in writing as require his or her signatures;

b. assist the President in the performance of the duties of his or her office;

c. exercise and perform the duties of the President when the President is absent, in which case the authority of the Vice-President to act as chairman or perform other duties and powers of the President shall be presumed;

d. perform such other duties as the Board may from time to time prescribe.

7.5 Secretary

The Secretary, shall:

a. record all resolutions, decisions and other proceedings of the Board and general and annual meetings of the members;

b. keep all books, records, membership lists, minutes and accounts of the proceedings of the Board and of the general and annual meetings of the members;

c. attend to all correspondence and report all correspondence to the Board;

d. make sure returns as may be prescribed to the Directors in such form and within time as may be prescribed therefore, and

e. perform such other duties as the Board may from time to time prescribe.

7.6 Treasurer

The Treasurer, shall:

a. be responsible for receiving and safely keeping all money of the Corporation and shall pay out the same to such persons and in such manner as the laws of Ontario and the resolutions of the Boards direction, and every cheque issued by the Treasurer shall be signed by the Treasurer and by some other person designated by the Board, by resolution;

b. open an account in the name of the Corporation in such chartered bank of Canada or at such other place of deposit as may be approved by the Board, and deposit all money received by him or her on account of the Corporation to the account of the Corporation and not otherwise;

c. keep separate books of account setting forth the revenues and expenditures of the Corporation and containing a separate record of the moneys received by the Corporation;

d. prepare or cause to be prepared and submit to the Board at least annually, a statement of the money at the credit of the Corporation, and of the accounts which shall be audited at least once annually by the auditors;

e. make sure such financial returns as may be prescribed by government requirements or by financing bodies, are completed and filed in such form and within such time as may be prescribed therefore, and

f. perform such other duties as the Board may from time to time prescribed.

7.7 The Secretary and/or Treasurer may be required to give such bond for the faithful performance of his or her duties as the Board in its uncontrolled discretion may require, but no Director or Officer shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

The Board may from time to time constitute such committees as it deems necessary to assist the Board in carrying on the affairs of the Corporation and the Board shall prescribe the duties of any such committees. Following each annual meeting and annual election of the Board, all committees shall be reconsidered by the new Board and may be confirmed, discontinued, initiated or reconstituted by the new Board. Any appointments to committees may be continued, deleted, replaced or reassigned by the Board.

8.1 Each committee shall include at least one Director from the Board for purposes of liaison with the Board but this person shall not necessarily act as chairman of the committee. In consultation with the committee chairman or upon recommendation from the Board, the President shall invite or appoint such persons as may be appropriate to serve on a committee, and all such persons shall be encouraged to become members of the Corporation, if otherwise eligible.

8.2 The Board may create new standing committees or special purpose committees at any time.

8.3 The President shall be entitled to attend all committee meetings.

Every Director or Officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation and his or her heirs, trustees or administrators, and estate, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

a. all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings that is brought, commence or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and

b. all other costs, charges and expenses that she or he sustains or incurs in or about or in relation to the affairs of the Corporation, except such costs, charges or expenses as are occasioned by her or his own willful neglect, default, or misdeed.

No Director or Officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or member of the Corporation or participating volunteer or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or company with whom or at which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of such Director's or Officer's respective office or trust or in relation thereto unless the same shall happen by or through such Director's or Officer's own wrongful and willful act or through his or her own wrongful and willful neglect or default.

10.1 Directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board. If any Director or Officer of the Corporation shall perform services for the Corporation otherwise than as a Director or Officer or shall be a member of a firm or a shareholder, Director or Officer of a company which performs services for the Corporation, the fact of his or her being a Director or Officer of the Corporation shall not disentitle such Director or Officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

11.1 Qualification

The members of the Corporation shall be those persons elected as directors of the Corporation and those individual persons who are from time to time, approved by the Board to be enrolled as members of the Corporation at its head office. There shall be maintained at the head office of the Corporation a list of members in good standing.

a. In order to apply for membership, an individual person must be over 18 years of age and at the time of application reside or carry on business or employment within the County of Oxford and be approved by the Board based on membership criteria established by the Corporation from time to time. Existing members are entitled to renew their memberships, if they remain otherwise qualified.

b. Any person who is otherwise qualified and approved by the Board may be admitted to membership upon the payment of an annual membership fee where such a fee has been set by the Board of Directors;

c. Every member in good standing shall be entitled to vote at any general or annual meeting of members.

d. Christian Churches in Oxford County that support the ministry of the Corporation shall be entitled to nominate a member of the Corporation in accordance with such policies as determined by the Board.

e. The Board of Directors may, by resolution, appoint any person it deems appropriate an Honourary Member of the Corporation for such term as may be resolved; but Honourary Members shall not be voting members unless otherwise a voting member in good standing of the Corporation;

f. Community Members shall be such organizations or individuals as the Board may approve. Those members shall not have any voting privileges, unless otherwise entitled, but shall receive on a regular basis, general information about the Corporation's activities;

11.2 Termination of membership

The membership of any member shall be automatically terminated if such member fails to pay any membership fee within thirty (30) days after it is due. Such termination of membership shall not prejudice the member's right to apply for membership in the future and shall not prejudice the member's right to apply for re-admission in the current year. The Board may, by a resolution passed by a two-thirds majority vote, terminate any membership for just cause, provided however that the membership of any Director or Officer of the Corporation shall not be terminated unless such Officer or Director has first been removed as an Officer or Director of the Corporation pursuant to other Sections of these By-laws.

11.3 Resignation

Any member of the Corporation may resign as a member of the Corporation by letter addressed to the Secretary of the Corporation at the head office of the Corporation.

12.1 Annual meetings

a. An annual meeting of the members of the Corporation shall be held at the head office of the Corporation or at such other location within the Counties of Oxford as may be set by the Board and notified to the members at such hour, and on such date not more than one hundred & twenty (120) days after the fiscal year end of the corporation, as the Board of Directors shall, by resolution, fix;

b. The election of directors to the board shall be held at the annual meeting. The board of directors shall prescribe the method of voting and the rules of procedure pertaining thereto, the manner of holding such elections, including the forms to be used.

c. At the annual meeting there shall be presented a report of the Board concerning the affairs of the Corporation for the previous year, a financial statement of the Corporation, the auditor's report and such other information or reports relating to the Corporation's affairs as the Board may determine;

d. The financial statement for the preceding year and such other reports of the activities of the Corporation and budgets or reports for the next succeeding year as may be prescribed by the Board of Directors shall be presented for the information and action of the members;

12.2 General meetings

The annual meeting shall be considered a general meeting and other meetings of the members, to be known as "general meetings" may be convened by order of the President or by the Board to be held at any date and time at the head office of the Corporation or at such other location within the County of Oxford. In addition, the President shall call a general meeting of the members upon receipt of a written requisition to do so signed by not less than twenty per cent of the members entitled to vote at such meeting.

12.3 Notice

Notice of any general meeting of members shall be posted in a prominent place in the premises operated by the Corporation at least fourteen (14) days prior to the date fixed therefore and in addition a printed, written or typewritten notice stating the day, time and place of such meeting and the general nature of the business to be transacted shall be served either personally or by sending such notice to each member of the Corporation, prepaid through the post not less than ten (10) days nor more than sixty (60) days (inclusive of the day of mailing and including the day for which notice is given) before the date of every meeting, directed to such address of each such member and of the auditor as appears on the books of the Corporation, or if no address is given therein then to the last address of each such member or auditor known to the Secretary; provided that upon approval by the party entitled to receive notices, such notice may be forwarded by facsimile transmission or electronic mail or other method and provided always that instead of such a mailing the notice may be published by inserting advertisements containing the said information in a public newspaper having general circulation in the community, on at least two occasions within the above stated time frame.

12.4 In the case of the annual meeting, notice shall be given to the members and to the auditor, in the aforesaid manner, not less than twenty (20) days, nor more than sixty (60) days, before the date set for such annual meeting and the notice shall also specify the procedure and qualifications for nomination for the election of directors as described above.

12.5 Omission of notice

The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or by the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members but may be grounds for objection to any proceedings taken.

12.6 Contents of notice

The notice of any meeting shall contain sufficient information concerning the significant business which is planned for the agenda to permit the member to form a reasoned judgment on the decisions to be taken.

12.7 Voting

a. Every question submitted to any meeting of members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute or by these by-laws. In case of an equality of votes, the question will not carry.

b. At any meeting, unless a poll is demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the

fact without proof of the number or proportion of votes recorded in favour of or against the motion.

12.8 Polls

If at any meeting a poll is demanded on the election of a chairman or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such manner and either at once or later at the meeting or after adjournment as the chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

12.9 Adjournment

The chairman of any meeting may with the consent of the meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

12.10 Quorum

A quorum for the transaction of business at any meeting of members shall consist of not less than six members present in person; provided that in order to simply adjourn a meeting to another date a valid motion for adjournment can be made where there are three present in person.

The Board shall have the authority to decide whether members may vote by proxy at a general meeting and the manner through which it can be carried out.

13) MEETING PROCEDURE

a. At all meetings held in the course of the Corporation's business and operations all matters of procedure not provided for by law, or by this by-law, A question of procedure shall be decided by the presiding member or officer and in making such decision such presiding member or officer shall have due regard for the Rules and forms of procedure for meetings of members, the board of committees as described in the revised Roberts Rules of Order and as guided by prayerful discernment.

b. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any members.

a. It is agreed and understood, that amendment(s) to this by-law may be in the best interests of the membership from time to time. Any amendment(s) will require the approval of at least Seventy-five per cent (75%) of the general membership, at either the annual meeting or at a special general meeting called for the purpose of considering said amendment(s).

b. A copy of any by-law to be sanctioned at an annual or general meeting of members (including a by-law which amends or repeals an existing by-law) shall be sent to every member of the Corporation with the notice of such meeting.

The members shall at each annual meeting appoint an auditor or auditors to audit the accounts of the Corporation to hold office until the next annual meeting provided that the Board may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed from time to time by the Board.

The Auditor shall:

a. audit the accounts and transactions of the Corporation on an annual basis;

b. furnish to the Board of Directors the financial statements of the Corporation for the immediately succeeding year, together with a report stating whether in his opinion:

c. assist the Treasurer in the setting up of books of account and the recording of such other financial and statistical information as the Director may require.

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officer or Officers or person or persons, whether or not Officers of the Corporation, and in such manner as the Board may from time to time designate by resolution.

a. Contracts, leases or other documents or instruments in writing requiring the signature of the Corporation may be signed by the president or vice-president together with the Secretary or Treasurer and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any Officer or Officers or any person or persons on behalf of the Corporation either to sign contracts, documents or instrument in writing generally or to sign specific contracts, documents or instruments in writing.

b. The term "contracts, documents or instruments in writing" as used herein shall include leases, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.

c. In particular, without limiting the generality of the foregoing, the president or vice-president together with the Secretary or Treasurer are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants and other securities.

The Board may by resolution fix the financial year-end of the Corporation and, subject to legislation re regulatory restrictions, the Board may from time to time by resolution change the financial year-end of the Corporation.

This by-law and amendments of it shall have effect from and after the date they are approved by the Board, or the date of enactment by resolution of the Corporation, whichever date is the later event.

In the event the Corporation is disbanded, dissolved, wound up or otherwise terminated, any property or assets whatsoever remaining after the Corporation's affairs have been prudently and properly put in order shall be given over and transferred, no less than sixty days before the final dissolution of the Corporation. Where deemed necessary or desirable, the approval of the Public Guardian and Trustee for the Province of Ontario shall be obtained prior to any such final distribution of assets.

Adopted and enacted the 16th day of February , 2005.

Approved by the Board and the Membership of the Corporation as attested by the Officers signing below,

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Signature of President

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Signature of Vice-President

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Signature of Secretary

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Signature of Treasurer

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Signature of Director                                Signature of Director

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Signature of Director                                Signature of Director

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Signature of Director                                Signature of Director

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Signature of Director