By-Laws of Beit Simcha. Article I: Name and Location. Article II: Purpose

By-Laws of Beit Simcha Article I: Name and Location The name of this congregation is Beit Simcha (which means House of Joy ). The registered office is located at 3131 Chew Street, Allentown (Lehigh County), PA 18104. The congregation may also have offices at such other places as its Board of Directors may from time to time determine. Article II: Purpose Beit Simcha is a Messianic Jewish congregation and a non-profit organization, formed under the Pennsylvania Nonprofit Corporation Law of 1988. The purposes as set forth in the Articles of Incorporation of Beit Simcha, Article V, are herein repeated and affirmed: a. to worship the God of Abraham, Isaac and Jacob, the Father of all and only God, the God of the living, whose desire is that our joy may be full; b. to proclaim the good news of Yeshua the Messiah, to the Jew first and also the Gentile; being in nature the Word and Son of God, one God with the Father from the beginning, he emptied himself to became man and a servant of all; through His death every person can have atonement before God from all sin, and by His resurrection we have confidence that we can come into the presence of God in our prayers and will be raised to everlasting life with Him; c. to study the whole and authoritative Word of God, including the Tanach (Hebrew Scriptures) and the B'rit Chadashah (New Covenant), which are the authoritative basis for teaching, discipleship and upholding righteousness, under the leading of the Ruach HaKodesh. d. to be filled with the Holy Spirit of God, the counselor who guides us into all truth; e. to observe the Shabbat and Biblical Feasts ordained by God in perpetuity; f. to be a testimony to the whole body of Messiah of its Jewish roots, trusting that Messiah's death has forever broken down the middle wall of partition separating Jews and Gentiles who trust in him, while affirming that Messiah came not to destroy the Torah but to fulfill it; our Jewish roots, from which Messiah springs, have always been intended as a basis of oneness, holiness and love, as it is written, in Leviticus 19:34: The stranger living with you must be treated as one of your native-born. Love him as yourself, for you were strangers in Egypt. I am the LORD your God. g. to identify with the Jewish people in observance of the seasons of Jewish life (including b'rit milah (circumcision), mikveh (immersion), bar mitzvah, marriage, mourning), study of Hebrew, and intercession and support for Israel; h. to raise children in the knowledge, fear and love of the Lord, passing on to them a Jewish identity, understanding of God's word, and love for all people; i. to love one another as God loves us, devoted to one another in brotherly love, bearing one another s burdens, sharing with God's people and our neighbors in need, practicing hospitality. The purpose for which Beit Simcha is organized is exclusively religious within the meaning of Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) of 1986. 1

Article III: Membership Section 1: Biblical basis and purpose. Membership in a local body or congregation is biblical (see 1 Peter 2:5, Hebrews 10:24-25, Ephesians 4:1-16, 1 Corinthians: 12:12-27, Romans 12:3-16). Membership builds up the body: from [Messiah] the whole body, joined and held together by every supporting ligament, grows and builds itself up in love, as each part does its work (Ephesians 4:16). Membership helps individuals to grow to maturity in Messiah, through covenantal loyalty, accountability, and loving service. Section 2: Initial requirements of membership. Membership in Beit Simcha is open to any person who meets the following requirements: a. Must be at least 13 years of age. b. Has accepted Yeshua as the promised Jewish Messiah, as atonement for one s confessed and repented sin, and as one s personal Savior and Lord. c. Has followed the Messiah Yeshua into mikveh (immersion). d. Has accepted the Holy Scriptures as the authoritative Word of God, suitable for teaching, rebuking, correcting, and training in righteousness (2 Timothy 3:16). e. Has accepted these by-laws and their biblical basis. f. Has participated regularly at congregational meetings for at least three months. g. Has received instruction about membership from an elder of the congregation. h. Covenants to actively participate in congregational services, havurah meetings, assembly meetings, and discipleship/mentoring relationships, to the best of one s ability. i. Covenants to wholeheartedly and actively serve God within the congregation. j. Covenants to tithe to the congregation. k. Covenants to submit to the governmental authority of the elders of the congregation. l. Covenants to pray with the elders before making a decision to leave the congregation. Section 3: Privileges of membership. The primary benefit of membership is growing to maturity in Messiah. Only members in good standing shall be considered for ministry leadership positions or participation in the Community House. Membership confers the right of input, though not voting or decision-making authority for the congregation as a whole. (The Scriptures do not provide for voting in a congregation.) Assembly meetings, held at least annually, shall give the members an opportunity to receive reports from and provide input to the leadership of the congregation. Section 4: Liability of members. No member of this congregation, its officers or appointed leaders shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to the assets of the congregation for payment. To the fullest extent permitted by Pennsylvania law, as now in effect and as amended from time to time, members or appointed leaders shall not be personally liable for monetary damages for any action taken or failure to take action on behalf of the congregation. The congregation may indemnify its members, elders and officers as allowed by law. Section 5: Removal from membership. Membership may be terminated by the elders of the congregation, after a member has prayed with the elders and decided to leave; or after a member has ceased participating, serving and tithing in the congregation for a year without cause explained and accepted by the elders; or does not respond to the procedures described in Matthew 18:15-18 and the figure on congregational discipline below. 2

Congregational Discipline Remember: the goal is reconciliation with God! Love covers sin. Proverbs 10:12 1 Peter 4:8 Let it go You have first hand knowledge of sin in the body of Messiah Deal with it Reprove him privately Matthew 18:15, Luke 17:3 He listens He may not be saved James 5:19-20 Reprove him with two or three witnesses Matthew 18:16, Deut 19:15 He listens to live in sin 1 John 1:6 He may be chastened by God Hebrews 12:6 1 John 1:6, I Corinthians 11:30 Reprove him before the congregation Matthew 18:17, I Timothy 5:20 Regard him as an unbeliever I Corinthians 5:5, I Timothy 1:20, I Thessalonians 3:14-15 He listens He repents God may take Him 1 John 5:16, I Corinthians 11:30 Turn away from him Romans 16:17-19 II Thessalonians 3:6 He repents You have fulfilled your obligation 3 You have served your brother and he is restored

Article IV: Mutual Interest The behavior of anyone in fellowship with this congregation is of common interest to the Board of Directors (Elders) and membership (Galatians 6:1). This congregation requires every leader, member and regular attendee to adhere to a lifestyle that is consistent with the doctrines of this congregation, as taught in the Bible. Therefore, this congregation reserves the right to refuse service to any individual, whether member or not, that does not adhere to Biblical standards for conduct. This refusal includes (but is not limited to) attendance at worship services, receiving membership, participating in leadership at all levels, ceremonies such as bar/bat mitzvah or marriages or other pastoral ministry, participation in a Community House, and other services and benefits (including assets) of the congregation. This congregation is prohibited from engaging in activities that violate its written and otherwise published doctrines (such as the appendix to these by-laws), and it is also prohibited from condoning, promoting, or allowing any of its assets to be used for activities that do the same. The governing elders of this congregation shall have the authority to exercise judgment in applying the provisions of this article. The eldership s exercise of judgment in the case of any one individual shall not be construed as applying to other individuals, nor shall it be construed as a revocation or waiver of this or any other article or part thereof, or the establishment of any new congregational standard. Article V: Government Section 1. Headship and accountability. The government of the congregation shall seek the Lordship and direction of God over his body. Every member of the congregation is accountable to God, seeking divine direction through the word of God, guidance by the Holy Spirit through personal prayer, and relationships of spiritual accountability. Submit to one another out of reverence for Messiah (Ephesians 5:20). This verse introduces a passage in the Scriptures (one of several) that teach each member to submit to a head or authority. To repeat: the ultimate head, to whom every member is personally accountable, is God. Nevertheless, God also delegates authority to men and women in order to promote growth and unity. The congregation recognizes the following ministries of spiritual leadership: heads of families or households, havurah leaders, shamashim (deacons), z keinim (elders), and head zaken (elder). The last three ministries shall be described in following sections. These are relational ministries, not titles. (Yeshua warns against titles in Matthew 23:1-12.) Note further that the word ministry means service. Those in authority should see themselves as servants (John 13:12-15). At the same time, members should submit to the authority that God has given to their leaders, as men who must give an account (Hebrews 13:17). Each member should confer with the elders about establishing a relationship of personal accountability, usually within the congregation. The shamashim (deacons) are accountable to the z keinim (elders). The elders are accountable to the head elder or congregational leader, who is accountable to sh lichim (apostolic oversight) outside the congregation. The sh lichim for these by-laws is the Tikkun American Apostolic Team. Section 2: Z keinim (Elders) The elders shall govern the congregation by precept and example under the direction of the head elder. The elders oversee the affairs of the body (1Timothy 3:4-5, 5:17, Acts 20:28, 1Thessalonians 5:12), nurture the body in the Word of God, discern and guard sound doctrine (Acts 16:1-7, Titus 1:9), pray for the sick (James 5:14), and supervise financial matters (Acts 11:29-30). Elders should as closely as possible meet the biblical qualifications in 1Timothy 3:1-7 and Titus 1:6-9 and should express and demonstrate commitment to the purposes and principles set forth in these By- 4

Laws. Before appointment, each elder (zaken) will undergo a period of training and discipleship, and may then be appointed, after prayer and consultation with members of the congregation, by the unanimous agreement of the current elders and the senior leader of the Tikkun American Apostolic Team. The elders, Tikkun senior leader, and the congregation as a whole shall recognize this spiritual ministry by the laying on of hands. The elders shall meet together frequently in person and by telephone for prayer and mutual counsel regarding the affairs of the congregation. The term of an elder is indeterminate. He may resign at any time, after consulting with the other elders. He may be removed by the unanimous decision of the remaining elders for just cause, but not before applying corrective discipline for the purpose of restoring him (analogous to removal from membership as explained in Article III, section 4). Section 3: Head elder (Congregational Leader or Messianic Rabbi) The head elder, also known as the congregational leader or Messianic Rabbi (the last is a normative description for this ministry in Messianic Judaism), is the spiritual leader of the congregation. Scriptural models for the head elder include Shimon Peter and later Ya akov (James) in the Jerusalem congregation (Acts 15:14-19), Ezra (Ezra 7:25), Samuel and other judges, and Moshe (Exodus 18:14-26). The head elder should meet the Biblical qualifications and have the demonstrated commitment of the elders. He shall teach the congregation as a whole (though he may arrange for others to teach as well). The head elder is appointed, after prayer and consultation with the members of the congregation, by the z keinim, the assistant congregational leader (if one is in office), and the shaliach of the Tikkun America Apostolic Team. The term of the head elder is indeterminate. He may resign at any time, after consulting with the other elders. He may be removed in the case of gross sin or moral failure (such as adultery, drug or alcohol addiction, or a felony conviction) or severe doctrinal error (contradicting those laid out in the purpose section of these by-laws). Such grounds for removal must be confirmed by majority decision of the remaining Board of Directors and a unanimous decision of the Tikkun American Apostolic Team. In either case, the Board of Directors and Tikkun American Apostolic Team must first seek to apply corrective discipline for the purpose of restoring him (analogous to removal from membership as explained in Article III, section 4). Section 4. Board of Directors. The Board of Directors of the congregation shall consist of the elders (z keinim) described above, plus enabling ministers and officers described below. The congregational leader (head elder) appoints each member of the Board of Directors, after consulting with current members of the Board of Directors. Each director should as closely as possible meet the biblical qualifications of an elder and should express and demonstrate commitment to the purposes and principles set forth in these By-Laws. Enabling ministers from outside the congregation, who otherwise meet the qualifications of an elder, and likewise demonstrate commitment to the purposes and principles set forth in these By-Laws, may also serve as a member of the Board of Directors. The officers of the Board of Directors of the congregation shall include the congregational leader, assistant congregational leader, secretary, and treasurer. The assistant congregational leader, secretary and treasurer must be members of the congregation as described in Article III, but they may or may not also be elders. The congregational leader, with the advice of the Board of Directors, appoints them. Their terms are for one year and may be reappointed to serve consecutive terms of office. The congregational leader, with the advice of the Board of Directors, may remove them from office. They may resign at any time, after consulting with the elders. 5

The head elder or congregational leader is the principal executive officer of the congregation (the Corporation). He shall direct the organization of the congregation, supervise the activities of the officers and preside over Assembly meetings, unless he is incapacitated. He may choose to exercise authority in the name of the Board of Directors whenever he believes he is operating within the mutual counsel of the Board of Directors. He may delegate such duties and authority as necessary and proper to meet the needs of the congregation. The assistant congregational leader shall direct the operations of the congregation in the event of the congregational leader s disability, absence, or refusal to act. The assistant congregational leader may perform other duties as assigned by the congregational leader. The secretary shall keep complete records of the Board of Directors and Congregational meetings, shall serve notice of meetings of the Board of Directors to the directors, and of Congregational meetings to congregational members, and shall perform other duties as assigned by the congregational leader. The secretary shall also make the By-Laws, as amended to date, available for inspection at reasonable times, and supply a copy of the By-Laws to all persons considering membership in the congregation. The treasurer shall maintain the financial records belonging to the congregation, including full and accurate records of all receipts and disbursements. The treasurer shall see that all the tithes and offerings are counted in the presence of at least two members of the congregation on the day of collection and cause them to be deposited in a timely manner (usually the next business day) to such depositories as determined by the congregational leader. He shall disburse funds of the congregation as may be ordered by the congregational leader, taking proper vouchers for such disbursements. He shall make financial status reports, including a record of all receipts and disbursements by categories, to the congregational leader when he so requires, to the Board of Directors quarterly, and to the congregation at an Assembly meeting at least once annually. A director may receive compensation as determined by the Board of Directors. Any compensation amount must be agreed upon by at least two thirds of the Board of Directors, and shall be reported to the members of the congregation in the financial report of the treasurer at an annual Assembly meeting. The Board of Directors shall meet at least quarterly, or more often at the discretion of congregational leader, at a time and place to be determined by the congregational leader. Directors shall be notified of meetings at least a week in advance, unless there is an emergency. A quorum of the Board of Directors shall consist of a majority of the directors, and must include the congregational leader, unless he is incapacitated, in which case the assistant congregational leader shall lead the meeting. An act of a majority of the Board of Directors at which a quorum is present shall constitute an act of the Board of Directors. A director may participate in a meeting of the Board of Directors via telephone or similar equipment. Section 5: Shamashim (Servant-leaders). The shamashim are servant-leaders who help meet the needs and coordinate the ministries of the congregation, so that the elders will be able to devote time to prayer and the ministry of God s word (Acts 6:3-4). A shamash must be a member of the congregation who has demonstrated a willingness to serve and who meets the Biblical qualifications outlined in Acts 6:3 and 1Timothy 3:8-12. Any member may nominate a candidate to any elder privately (without informing the candidate). The elders will then confer and interview the candidate in a timely manner. If they do not support the candidate, they will inform the nominee (if aware of the nomination) and the member making the nomination; otherwise they will announce the nomination to the congregation, receive any public endorsements of the nomination, then any private feedback from congregants for two weeks, then announce whether the nomination has been confirmed. The elders and congregation as a whole will then recognize the ministry of a shamash 6

or shamsha by the laying on of hands. The term of appointment shall be one year. If a shamash indicates a continued willingness to serve, he or she may be reappointed to any number of consecutive terms. A shamash serves on a voluntary basis and may resign at any time, after consulting with an elder. A shamash may be removed from this ministry by the head elder, with the advice of the elders. Section 6. Tikkun America. Beit Simcha is a member of the Tikkun America network of congregations. In compliance with Tikkun America s requirement of membership, Section VI of the Tikkun America Leadership Manual, as first amended in the summer of 2015 and as is subsequently amended from time to time, is hereby adopted as a bylaw of this congregation, and is made a part hereof by reference. Article VI: Annual Reporting Period The annual accounting period for the congregation shall begin on the first day of September and end on the last day of August. The treasurer, in consultation with the congregational leader, shall prepare a financial report for the current year and an annual budget for the coming year, for review and approval by the Board of Directors before August 15. This report and budget (with revisions as required by the Board of Directors) shall be presented to members of the congregation at an Assembly meeting in August. The treasurer shall present status reports, comparing actual receipts and outlays with the budget plan, to the Board of Directors monthly. Financial records of the congregation shall be made available for public inspection on request to the Board of Directors. Article VII: Auxiliaries Any committee, organization, group or club whose membership is primarily of the congregation and whose activities are primarily for the congregation shall be chartered by and under the authority of the elders. Such auxiliaries shall be subject to the By-Laws of the congregation and shall exist only in cooperation with the elders. The head elder, with the advice of the other elders, shall have the authority to form and dissolve an auxiliary of the congregation. Article VIII: Transaction of Business and Property The Board of Directors may authorize by unanimous vote any Officer or Agent to enter into any contract or execute any instrument in the name of and on behalf of the congregation and such authority may be general or confined to specific instances. Unless so authorized no Officer or Agent or other person shall have any power or authority to bind the congregation or engage or pledge its credit or to render it liable for any purpose or any amount. The congregation may acquire, own, dispose of, improve, encumber and convey estate, real, personal and mixed, for its purposes, in conformity with the laws of the Commonwealth of Pennsylvania. Such property may be sold, conveyed, exchanged or encumbered only by order of the Board of Directors. Whenever the lawful activities of the congregation involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income, and in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the congregation and shall not be distributed in any manner among the directors or officers of the congregation. 7

All checks and notes of the congregation shall be signed by such officer(s) as the Board of Directors may from time to time designate, as necessary and proper to meet the needs of the congregation. The designated officer(s) shall report any such disbursements at least monthly to the Treasurer. Article VIII: Dissolution Upon dissolution of the congregation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities and obligations of the congregation, dispose of all the assets of the congregation exclusively for religious or charitable purposes to such organization(s) as shall at the time qualify as an exempt organization within the meaning of the Internal Revenue Code as an organization described in Section 501(c)(3) of 1986, as amended. Article IX: Amendments These By-Laws may be amended or repealed by a unanimous approval of the Board of Directors present at a duly called meeting of the Board of Directors. All By-Laws and amendments shall be binding on all Directors. Adopted: February 3, 2017 (Amended, originally adopted June 16, 1996) Appendix Biblical Commandments and Standards (Teaching for members) All Scripture is inspired by God, and useful for teaching, for reproof, for restoration, and for training in righteousness (2 Timothy 3:16). The Scriptures lay out commandments (mitzvot), which are the standards for righteousness (ethics) and holiness (sanctification) in our community. The greatest commandment, which the Shema commands us to hear, is v ahavta, and you must love the Lord your God with all your heart and all your soul and all your strength (Deut. 6:4-5, Mark 12:29-30). The second is love your neighbor as yourself (Lev. 19:18, Mark 12:31, Rom. 13:18-20, and affirmed by Rabbi Akiva in Beresheet Rabbah 24:7 & Sifra 89b). These commandments of love are simple to state yet challenging to live out. To truly hear (shema!) means we must first believe that God exists, and that He truly has given His commandments to us, through Scripture, that call for our attention, reverence and obedience. To truly love means that we must begin to grasp how much He truly loves us so much so that He heard our cries and delivered us with our ancestors from bondage, and also came into the world, showed His compassion to us by healing us and teaching us, and then suffered and became an atoning sacrifice for us all while we were (and are) yet sinners. It is the fear of the Lord, the transforming love of our Messiah, and the guidance of the Ruach Kodesh that enables us obey His commandments, and thus become holy as He is holy. As He works His grace in us, we will "work out our salvation with fear and trembling" (Phil 2:12), and be willing to lay down our lives for Him and for one another, as Messiah has laid down His life for us. The Ten Commandments or Ten Words, written on stone tablets by the finger of God (Ex. 31:18), elaborate on the first two, with the first four or five instructing us how to love God and the remainder establishing standards for loving our neighbors. In the Sermon on the Mount, Yeshua taught that these commandments cannot be obeyed externally but must be obeyed from the heart. You have heard that it 8

was said, 'You shall not commit adultery. I tell you that everyone who looks upon a woman to lust after her has already committed adultery with her in his heart (Matthew 5:27-28). His teaching was already implicit in what was given at Sinai, since the commandment, You shall not covet, is obviously a matter of the heart and mind. Paul frankly confesses how difficult it is to keep this commandment (Romans 7:7-8). Moreover, the 10 th commandment shows that coveting is what leads to overt violations of other commandments such as stealing, adultery and even murder. So again, it is only the fear of God, the heart-transforming knowledge of the love of Messiah Yeshua, and the prompting of the Holy Spirit that enable us to walk in forgiveness and keep His righteous mitzvot. Beyond these core commandments, the Torah given through Moses gives us many more traditionally 613 in all. The rest of Tanakh and the Brit Chadashah give us many more important commandments and standards of righteousness. Some of these mitzvot apply only when there is a Tabernacle or Temple standing, or only to kohanim (priests) or only to Bnei-Yisrael (the children of Israel) living in the Promised Land (though there may be principles that still apply with guidance from the Holy Spirit). For example, Shabbat was given as a sign of God s covenant with Israel at Sinai (Ex. 31:16-17). Though Scripture looks forward to the Messianic age when all people will worship on the Shabbat (Isa. 66:23), the New Covenant Scriptures do not require non-jews to do so or keep other commandments specifically given to Israel (such as circumcision, kashrut, etc.) at this time (see Acts 15:19-20, 21:25). In the New Covenant of Messiah Yeshua and by revelation of the Holy Spirit, Gentiles are joint heirs and fellow members of the same body and co-sharers of the promise (Eph. 3:6). We therefore welcome all who, like Ruth, have a conviction of the Holy Spirit to keep the mitzvot of Israel with us; we urge all who become members of our congregation to pray about such conviction; and we do not pass judgment on anyone outside the congregation about observing these particular mitzvot (Rom. 14:3-6). Many of the commandments elaborate on or clarify the core ones. For example, the commandment against false witness is generalized as a commandment against lying (Lev. 19:11, Prov. 12:22, Col. 3:9). The commandment against taking (or lifting up) the Lord s name in vain is generalized in commandments against blasphemy (Lev. 22:32, Matt. 15:19, Col. 3:8), false oaths (Lev. 19:12, Deut 23:23, Matt. 5:33-37) and lashon hara, i.e., badmouthing (Lev. 19:16, Jacob 4:11). Similarly, the commandment against adultery connected with the 10th commandment against "coveting your neighbor's wife" and with lust in one's heart in Yeshua's Sermon on the Mount (Matthew 5:28) is elaborated in commandments against incest, prostitution, bestiality and homosexuality (Lev. 18:6-23, 19:29; 20:13, Rom. 1:24-28; 1Cor 6:9-10). Scripture sanctifies the enjoyment of sexual love in marriage only (Prov. 5:15-20, 1Cor. 7:1-5), yet indicates that all sexual relations outside of the covenant of marriage between one man and one woman is sin. Our membership standards require agreement with and adherence to these commitments. We do welcome all people to visit, hear the Good News of Messiah, and learn with us, just as our Messiah welcomed all to hear and learn of Him. On the other hand, anyone who does not accept these standards cannot be a leader, teacher or member in our congregation; anyone who seeks to influence others in our congregation to reject or not observe these standards, cannot continue to attend. For as Messiah Yeshua said in Matthew 5:19, Therefore, whoever breaks one of the least of these commandments, and teaches others the same, shall be called least in the kingdom of heaven. But whoever keeps and teaches them, this one shall be called great in the kingdom of heaven. 9