The General Ghurch of the New Jerusalem, Incorporated

As amended March 6, 1992

ARTICLE: I. Name and Address

Section 1. The Corporation shall be known as "General Church of the New Jerusalem."

Section 2. The principal place of business of the Corporation shall be in the Borough of Bryn Athyn, County of Montgomery, Commonwealth of Pennsylvania.

ARTICLE II. Object

The object for which the Corporation is formed is to present, teach and maintain throughout the world, the doctrines of the New Jerusalem Church as contained in the Theological Writings of Emanuel Swedenborg.

ARTICLE III. Membership

Section 1. Any member of the Church known as the General Church of the New Jerusalem, unincorporated, who is above the age of twenty one years, and who has been a member of the said Church for at least three years, is and shall be eligible to become a member of the Corporation and shall become such a member on the thirtieth day after receipt by the Secretary of his or her signature upon the register described in Article XVI hereof. Unless membership is sooner terminated by death, resignation or pursuant to the other provisions of this Article III, membership shall terminate when a member ceases to be a member of said Church.

Section 2. A majority of the Board of Directors shall have power to suspend a member, after giving said member ten days written notice and a hearing before the Board of Directors, for an infraction of any bylaw or of the Articles of Incorporation or for acts or conduct which they may deem injurious to the interests or hostile to the objects of the Corporation, but the offender may appeal, as hereinafter provided, from such suspension.

Section 3. A member, suspended from the Corporation by action of the Board of Directors, as aforesaid, may appeal therefrom, within thirty days after notice thereof, by filing with the Secretary a written notice of appeal and the reasons therefore. In case no appeal is taken within the time limited, the member shall then cease to be a member of the Corporation.

Section 4. All appeals shall be tried at the next annual meeting of the Corporation or at a special meeting of the Corporation called for that purpose in accordance with the bylaws.

Section 5. The President, or the Vice President, shall preside at such meetings, and the cause of suspension shall be reported in writing by the Board of Directors, with a statement of facts on which the suspension was founded, a copy of which shall be furnished to the appellant on application made to the Secretary by the appellant at least ten days before the meeting. The appellant shall then present a defense in writing, to which one member of the Board of Directors may reply orally. The issue shall then be tried under such procedure as shall be prescribed by the members present at the meeting. The presiding officer shall then put the question, "Shall the action of the Board of Directors in this case be affirmed?" If a majority of the meeting shall vote in the affirmative, the action of the Board of Directors shall stand as the final judgment of the Corporation and the appellant shall thereupon forfeit all the rights and privileges of membership. If less than a majority of the meeting vote in the affirmative, then the action of the Board of Directors shall be reversed, and the appellant shall thereupon be restored to membership.

ARTICLE IV. Meetings

Section 1. The annual meeting of the Corporation shall be held each year at a date, hour and place in the Borough of Bryn Athyn, Pennsylvania or elsewhere, as designated by the President, or in his absence or disability by the Vice President, provided, however, that the Board of Directors may by resolution direct that such meeting shall be held at some other date or hour or place. At least ten days previous notice of said meeting shall be given by the Secretary depositing in the mails, within the United States of America, a written or printed notice, of the time and place of such meeting, addressed to each member whose name appears on the records of the Corporation.

Section 2. The President or any ten members of the Board of Directors may call a special meeting of the members of the Corporation, which special meeting shall be held at the registered office of the Corporation in the Borough of Bryn Athyn, County of Montgomery, Commonwealth of Pennsylvania, or at such other place within or without the Commonwealth of Pennsylvania and at such time as shall be designated in the call, and in such case said President or said members of the Board of Directors calling such special meeting shall, at least ten days before the time fixed for holding said meeting, mail to each member whose name appears on the records of the Corporation a written or printed notice specifying the time, place and object of such meeting. No business may be transacted at any special meeting other than the general nature of which is stated in the notice of the meeting and business which is germane thereto.

Section 3. Only members of the Corporation present at a meeting shall have the right to vote, and no member shall have the right to vote by proxy, except that a member who is unable to be present at an annual meeting of the Corporation may designate the Secretary of the Corporation as the member's proxy for the sole purpose of casting an absentee ballot for the election of Directors.

ARTICLE V. Quorum

Twenty five members of the Corporation shall constitute a quorum for the transaction of business notwithstanding the withdrawal of enough members to leave less than a quorum, but any less number may adjourn the meeting from time to time until a quorum is obtained, or may adjourn the meeting sine die.

ARTICLE: VI. Board of Directors

Section 1. The Board of Directors of the Corporation shall consist of the President, the Vice President and the Treasurer upon election to their respective offices by the Board of Directors, and thirty other members to be elected by the Corporation from among the membership. At each annual meeting, ten Directors shall be elected to serve for a term of three years and until their successors are elected and qualify. The Directors thus elected shall succeed the Directors whose terms expire at such meeting.

Section 2. The nomination of Directors shall be subject to the following provisions. Each year the Board of Directors, or the President or Vice President of the Corporation acting pursuant to a resolution of the Board of Directors, shall appoint from among the members of the Corporation a Nominating Committee consisting of five persons, two of whom shall be members of the Board of Directors and three of whom shall not be members of the said Board. It shall be the duty of the Nominating Committee to nominate for election to the Board of Directors, at the next annual meeting, at least sufficient members of the Corporation to fill vacancies which will result from the expiring terms of Directors. No member who has served as a Director of this Corporation for six consecutive years or more shall be nominated unless there is a General Church use that would be harmed if such member were not nominated. The Nominating Committee shall mail notice of its nominations to all members of the Corporation at least ninety (90) days prior to the date set for the annual meeting. Any member of the Corporation may submit to the Nominating Committee in writing, at least sixty (60) days in advance of the meeting at which Directors are to be elected, the name of any one member of the Corporation as a nominee for Director, provided such member's consent is first secured, together with the written endorsement of five members of the Corporation. The name of such member shall thereupon be added to the list of nominees. There shall be no nominations for Directors from the floor of the meeting at which Directors are elected.

Section 3. If the number of nominees for Director exceeds the number of vacancies to be filled, then voting for Directors shall be by written ballot. An absentee ballot listing all nominees together with a proxy designating the Secretary to cast the said ballot on behalf of the member, shall be sent to all members of the Corporation no later than forty five (45) days prior to the meeting at which Directors are to be elected. In order for any such ballot to be counted, it must be received by the Secretary, together with a proxy authorizing the Secretary to cast the said ballot on behalf of the member prior to the commencement of the meeting at which Directors are to be elected. No member who has filed and has not subsequently revoked the member's proxy and withdrawn the member's absentee ballot may vote in person. If no absentee ballots have been received prior to the commencement of any meeting at which Directors are to be elected, the requirement for a written ballot may be waived by a majority vote of the members present at such meeting. b) If the number of nominees for Directors equals or is less than the number of vacancies to be filled, then voting for Directors shall be by voice vote at the meeting at which Directors are elected.

Section 4. In case a vacancy shall occur in the Board of Directors for any reason, the Board of Directors may elect a member to fill such vacancy until a successor is elected for the unexpired portion of the term left vacant at the next annual meeting of the Corporation.

Section 5. The business of the Corporation shall be managed by the Board of Directors.

Section 6. Any Director other than the President may be removed from office by a majority vote of the entire membership of the Board of Directors at any special meeting of the Board of Directors called for that purpose, or by a majority vote of the members of the Corporation at any meeting of the Corporation called for that purpose. Any Director who ceases to be a member of the Corporation shall automatically be removed from the Board of Directors without a vote.

Section 7. Honorary Directors of the Board of Directors may be elected at any annual meeting of the Corporation by the unanimous vote of the members present, such Honorary Directors to have all the rights and privileges of Directors, except the right of voting.

ARTICLE VII. Officers

Section 1. The President shall be the person who is from time to time the Executive Bishop of the General Church of the New Jerusalem, unincorporated. In addition, there shall be a Vice President, a Secretary, and a Treasurer, who shall be elected annually by the Board of Directors from among the members of the Corporation. Any officer other than the President may be removed by a majority vote of the entire membership of the Board of Directors at any meeting of the Board of Directors called for that purpose.

Section 2. The Board of Directors may also choose additional officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and perform such duties as from time to time may be prescribed by the Board of Directors.

ARTICLE VIII. President and Vice President

Section 1. The President, and in his absence the Vice President, shall preside over all meetings of the Board of Directors.

Section 2. It shall be the duty of the President to exercise a general supervision over the affairs of the Corporation. In order to provide for the continuing conduct of the business and financial affairs of the Corporation, the Vice President, in the absence or disability of the President, may perform the duties of the President.

ARTICLE IX. Secretary

The duties of the Secretary are to attend the meetings of the members of the Corporation and of the Board of Directors, both general and special. The Secretary shall keep in a book prepared for that purpose a complete and accurate record of the proceedings of all such meetings, and shall have charge of all books, documents and papers which properly belong to this office. The Secretary shall have the custody of the corporate seal.

ARTICLE X. Treasurer

The Treasurer shall act as financial agent of the Corporation for the receipt and disbursement of its funds. The Treasurer shall keep the money of the Corporation with such bank or banks as may be prescribed by the Board of Directors, and shall cause proper books of account to be kept, and the money so deposited shall be in the name of the Corporation and shall be withdrawn by checks with such signature or signatures as may be directed from time to time by the Board of Directors. The Treasurer shall keep proper receipts or vouchers for all disbursements. The Treasurer shall at each annual meeting of the Corporation and at any other meeting thereof, when requested to do so, pursuant to the bylaws and rules of the Corporation, or by special direction of the Board of Directors, prepare and submit a written statement of account. The books of account shall at all times be open to the inspection of the officers and members of the Board of Directors. If the Board of Directors shall in its discretion so require, the Treasurer and any Assistant Treasurer, appointed by the Board of Directors, shall give a fidelity bond or bonds in such amount and with such surety as the Board of Directors shall prescribe.

ARTICLE XI. Vacancies

Whenever a vacancy shall occur in the office of Vice President, Secretary, or Treasurer, or any office other than that of President, it shall be filled by the Board of Directors, and the officer so elected shall hold office until the next annual meeting of the Corporation and until a successor is elected, subject to the right of the Board of Directors to remove such officer.

ARTICLE XII. Meetings of Board of Directors

Section 1. The Board of Directors shall hold its organization meeting immediately following the annual meeting of the members of the Corporation.

Section 2. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated by the President from time to time. Notice of such regular meetings shall not be required, except as otherwise expressly required herein or by law, and except that whenever the time or place of regular meetings shall be initially fixed and then changed, notice of such action shall be given promptly by telephone or otherwise to each Director not participating in such action. Any business may be transacted at any regular meeting.

Section 3. Special meetings of the Board of Directors shall be held at such times and places as shall be fixed by the President, who shall have authority to call meetings of the Board of Directors in his discretion; and a special meeting shall be called within five days and held within forty five (45) days whenever so requested in writing by any three members of the Board of Directors. No business may be transacted at any special meeting other than the general nature of which is stated in the notice of the meeting and business which is germane thereto.

Section 4. Notices of the time and place of any meeting of the Board of Directors shall be sufficient if deposited in the mails of the United States of America at least five days before the holding of such meeting, except, that in the case of a meeting called at and by the request of three members of the Board of Directors, notices of time and place of such meeting shall be sufficient if deposited in the mails of the United States of America at least thirty (30) days before the holding of such meeting. Notices of the object of any regular meeting of the Board of Directors need not be given.

Section 5. At the President's discretion Directors may participate in any regular or special meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner by a Director will be considered to be attendance in person for all purposes under these Bylaws.

ARTICLE XIII. Quorum of Directors

Seven elected members of the Board of Directors shall constitute a quorum for the transaction of all business; and in case there be no quorum, the Directors present may adjourn the meeting from time to time until a quorum is obtained, or may adjourn the meeting sine die.

ARTICLE XIV. Investments<

Subject to any direction in the trust instrument by which any real or personal property, money or other funds, are given, granted, conveyed, bequeathed, devised to, or otherwise vested in this Corporation, the Board of Directors shall at all times have full power and authority to invest the funds thus received, or the proceeds of any property thus received, or any other funds of the Corporation, in bonds and mortgages, real estate, bonds, debentures, stocks or securities of any description, whether or not such bonds and mortgages, real estate, bonds, debentures, stocks or securities are authorized investments for fiduciaries.

ARTICLE: XV. Disposition of Real Estate

The real estate of the Corporation may at any time be sold, leased or otherwise disposed of, in whole or in part, if a resolution authorizing the same shall have been approved by two thirds of the Directors present at a regular or special meeting duly convened upon proper notice of such meeting.

ARTICLE XVI. Register

A suitable and properly appointed record, in any number of counterparts, shall be kept by the Secretary as a register, in which register the bylaws shall be spread on record. All members of the Corporation shall be required to sign the original or one of the counterparts of the register beneath appropriate words referring to and recognizing the bylaws, and obligating the subscribers to recognize the same so long as they shall be members of the Corporation. The register shall be wide enough to enable to be set down in appropriate columns, opposite the name of each member who shall have registered, the date of the member's signing of the register and the date of receipt thereof by the Secretary, and the date and the manner of the member's leaving the Corporation.

Article XVII Indemnification and Liability of Directors and Officers

Section 1. Personal Liability of Directors. A Director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a Director except to the extent that by law (including the Directors' Liability Act, 42 Pa. Cons. Stat. § 8361 et seq.) a Director's liability for monetary damages may not be limited.

Section 2. Indemnification. The Corporation 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, suit or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was serving while a Director or officer of the Corporation at the request of the Corporation as a trustee, director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 3. Advancement of Expenses. Expenses incurred by an officer or Director of the Corporation in defending a civil or criminal action, suit or proceeding described in Section 2 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.

Section 4. Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Corporation's Articles of Incorporation, any insurance or other agreement, vote of members or Directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person's status as such, whether or not the Corporation would have the power to indemnify that person against such liability under the provisions of these bylaws.

Section 6. Security Fund; Indemnity Agreements. By action by the Board of Directors (notwithstanding their interest in the transaction) the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its Directors, officers, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article.

Section 7. Modification. The duties of the Corporation to indemnify and to advance expenses to the Director or officer provided in this Article shall be in the nature of a contract between the Corporation and each such Director or officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 6, shall alter, to the detriment of such Director or officer, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

ARTICLE XVIII. Amendments

These bylaws, or any of them, may be altered, amended or repealed by a majority vote at any annual meeting of the members of the Corporation or at any special meeting called for that purpose; provided that such alteration, amendment or repeal shall in no event become effective unless at such annual or special meeting at least twenty votes are cast in favor of such alteration, amendment or repeal.