ARTICLES OF INCORPORATION OF

WALK IN MY SANDALS MINISTRIES

Articles of Incorporation of the under-signed, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Texas, do hereby certify:

First: The name of the Corporation shall be Walk In My Sandals Ministries.

Second: The initial registered agent is an individual resident of the State of Texas whose name is Rev. Oliver F. Marson. The place in this state where the principal office of the Corporation is to be located is 2600 Chestnut in the City of San Angelo, Tom Green County, Texas, and Zip Code 76901.

Third: Said corporation is organized exclusively for charitable, religious, and educational, purposes, including teaching and presentation of the Bible and the Gospel of Jesus Christ through dramatic interpretation, sermons and other appropriate means, and including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Fourth: The Corporation will not have members. The names and addresses of the persons who are the initial trustees (board of directors) of the corporation are as follows:

Name Address (removed for internet posting)

Rev. James E. Wilkerson, Jr.

Michael G. Hitchcock

Robert D. Wilkes

Fifth: The period of duration of said corporation is perpetual. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

In witness whereof, we have hereunto subscribed our names this third day of June 2001.

//signed//

Rev. James E. Wilkerson, Jr., Director

//signed//

Michael G. Hitchcock, Director

//signed//

Robert D. Wilkes, Director

//signed//

Rev. Oliver F. Marson, Incorporator

BYLAWS OF

WALK IN MY SANDALS MINISTRIES

I. GENERAL

This is a sovereign and democratic organization under the lordship of Jesus Christ. It retains unto itself the exclusive right of self-government in all phases of the spiritual and temporal life of the organization.

II. OFFICERS

The Officers of this organization shall be the President, Vice-President, and the Board of Directors.

SECTION 1. President

The President of Walk In My Sandals Ministries shall be designated as Oliver F. Marson.

SECTION 2. Vice-President

The Vice-President of Walk In My Sandals Ministries shall be designated as Laurie J.S. Marson.

SECTION 3. Board of Directors

The Board of Directors shall consist of 3-5 members elected to two-year terms. They shall be elected at a scheduled organizational meeting (see Bylaws III. Organizational Meetings) by majority vote. Board of Director members are not limited to any number of consecutive terms. Board of Director members may be removed pursuant to their request, upon death, or by majority vote at a scheduled meeting. The purpose of the Board of Directors shall be to oversee the financial operations of the organization and to offer guidance, counsel, and prayer support to the President and Vice-President.

III. ORGANIZATIONAL MEETINGS

The officers of Walk In My Sandals Ministries shall meet, where possible, at least biannually. Meetings may be called more frequently as required. The biannual meetings shall be scheduled and all organizational officers contacted at least one week prior to the meeting. In the event a physical meeting is not possible, the business of Walk In My Sandals Ministries may be conducted via electronic meetings. A minimum of 3 members must be present (e-present), including 2 members of the Board of Directors and either the President or Vice-President to achieve a quorum. All officers of the organization will have full voting rights with the exception noted below. At each biannual meeting the President (or Vice-President in his absence) shall present an accounting of organizational finances, assets, and ministry activities for Board of Director approval. Neither the President nor Vice-President shall have a vote during this approval process. In the event the Board requires further explanation prior to report approval, such explanation shall be provided by the President or Vice-President within 30 days.

IV. AMENDMENTS

Changes to the bylaws may be made at any scheduled organizational meeting provided amendments have been presented to all officers of the organization in writing at least two weeks prior to the scheduled meeting. Amendments to the bylaws shall have a concurrence of a majority of the organizational officers.

CONSTITUTION OF

WALK IN MY SANDALS MINISTRIES

PREAMBLE

We declare and establish this constitution to preserve and secure the principles of our faith and to govern this organization in an orderly manner. This constitution will preserve the freedom of action of this organization in relation to other entities.

I. NAME

This organization shall be know as Walk In My Sandals Ministries, located at 2600 Chestnut, San Angelo, TX 76901.

II. OBJECTIVE

To be a dynamic spiritual organism empowered by the Holy Spirit to share Christ with as many people as possible through dramatic scripture presentations, sermons, and any other appropriate means both in this community, the state of Texas, and throughout the world.

III. STATEMENT OF BASIC BELIEFS

We affirm the Holy Bible as the inspired word of God and the basis for our beliefs. This organization subscribes to the doctrinal statement of The Baptist Faith and Message as adopted by the Southern Baptist Convention in 2000.

IV. POLITY AND RELATIONSHIPS

The government of this organization is vested in the President, Vice-President and the Board of Directors (collectively, the officers of this organization). This organization is subject to the control of no other body, but it recognizes and sustains the obligations of mutual counsel and cooperation which are common among those of like believing faith and Christian churches.

V. AMENDMENTS

Changes to the constitution may be made at any scheduled organizational meeting provided amendments have been presented in writing to all officers of the organization at least two weeks prior to the scheduled meeting. Amendments to the constitution shall require a two-thirds vote of the officers.

Walk In My Sandals Ministries Financial Policies

Finances of Walk In My Sandals Ministries (hereafter referred to as WIMS) shall be conducted and reviewed in concordance with the Articles of Incorporation and Bylaws. Adoption of the following guidelines was by majority consent of the Board of Directors, and can be revised as needed by the same process.

The following financial guidelines are provided:

1. Gifts to WIMS

   1. All gifts to WIMS are subject to acceptance by an officer of the organization. WIMS officers are defined in the Bylaws.

   2. Once accepted, and upon request, the person or entity providing said gift will be granted a Letter of Receipt by an officer of WIMS identifying the amount or object of the gift.

   3. All gifts, once accepted, become the sole property of WIMS, and are usable or disposable at the discretion of WIMS.

   4. Disposition of assets of WIMS will be accomplished as outlined in WIMS Articles of Incorporation Article 6.

2. Mileage Reimbursement

   1. Anyone using their privately owned vehicle in the service of WIMS will, when finically feasible, be reimbursed at a rate established by the Board of Directors.

   2. This reimbursement rate is subject to review and revision annually but will not exceed the maximum allowable reimbursement rate as established by the Internal Revenue Service.