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AMENDED AND RESTATED BYLAWS OF CATHOLIC CHARITIES OF THE DIOCESE OF PALM BEACH INC. A FLORIDA NOT-FOR-PROFIT CORPORATION ARTICLE 1 GENERAL The provisions of this document constitute the Amended and Restated Bylaws of Catholic Chanties of the Diocese of Palm Beach, Inc . , a Florida not-for-profit corporation, hereinafter referred to as the "Corporation", which Bylaws , until changed by an amendment hereto , shall be utilized to govern the management and operation of the Corporation for all purposes from and after �'z S r a 52003 . ARTICLE 2 CORPORATION PURPOSE A . The specific and primary purposes for which this Corporation is formed are to operate for the advancement of charitable welfare and social work within the Diocese of Palm Beach; to organize and govern branches or affiliated agencies or institutions of charity of this corporation throughout the Diocese of Palm Beach; to engage in family and child welfare service throughout the Diocese of Palm Beach, to collect and publish information concerning charitable welfare and social work; and to foster low income housing in the Diocese of Palm Beach. B . This Corporation is to operate exclusively for such charitable purposes as will qualify it as an exempt organization under Section 501 (c) (3 ) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal tax laws, including, for such purposes, the making of distributions to organizations qualifying as tax -exempt organizations under that Code . C . This Corporation is being formed as part of the social ministry of the Catholic Church and therefore will operate under the supervision and direction of the Bishop of the Diocese of Palm Beach . D . The Bishop of the Diocese of Palm Beach is responsible for approving the policies , procedures and the programs that the corporation shall operate . The Vicar of Social Services will represent the Bishop of the Diocese of Palm Beach by informing the directors and officers of the Corporation of the Bishop ' s policies , procedures and programs that the Corporation should pursue . E . This Corporation shall not, as a substantial part of its activities, carry out propaganda or sponsor legislation; nor shall it participate or intervene (by publication or distribution of any statement or otherwise) in any political campaign on behalf of any candidate for public office . - 1 -