BYLAWS

BYLAWS FOR SHEPHERD CORPS, A W. B. WARREN SANCTUARY, Inc.

OF UTAH, UNITED STATES

Amended and Restated

A UT Non-Profit Corporation

13 NOVEMBER 2025 (5th REV.)

SHEPHERD CORPS, A W. B. Warren Sanctuary, Inc.

161 & 185 S Wells Fargo Rd; Brookside, UT 84782

I. ORGANIZATION NAME

The revised name of this non-profit corporation is Shepherd Corps, A W. B. Warren Sanctuary—DBA, Shepherd Corps.

II. CORPORATE PURPOSE

A. Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such intentions, distributions to religious organizations that qualify as exempt companies under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code(s).

B. Specific Purpose

Shepherd Corps is a unique Judeo-Christian sanctuary in which its Shepherds and Members uninhibitedly worship and serve the corporation’s operator and exclusive director—HOLY SPIRIT: servos servorum DEI. Its rural and serene location allows for blessed tranquility, courteous safety, and unvacillating scrupulousness. Having essential moral foundations allow our Shepherds and Members to securely and comfortably pray, repent, fast, and serve with as minimal stress as humanly possible.

The corporation provides extra special care and attention to its Shepherds and full time Members by managing finances, insurances, sustenance necessities, lodging and transportation. It is the obligation and responsibility of Shepherd Corps to minimize all responsibilities and vanities so participants can focus solely on HE WHICH IS (GOD) by way of constant prayer, sacrifice, education, and serving others. Such devoted dedication revolves around a thoroughly structured regimen provided by the sanctuary as per the auspices of the Holy Bible and the Roman Catholic Church. The diurnal obligations of Shepherds at the sanctum include: homage to HE WHICH IS at least 6 times, physical fitness, corporation chores, evangelizing and shepherding as well as biblical education and studies.

C. Specificities Expanded:

1. Spiritual Academy. The U.S. military academies provide for an elite educational experience for its officer candidates. Shepherd Corps aims to provide a parallel experience through its nationally acclaimed Spiritual Academy! The aim of this academy is to prepare future Shepherds for a non-ending warfare against evil and heretics. United with the Catholic Church, our Spiritual Academy will be responsible for teaching, grooming and guiding Shepherds so that they are overly prepared and highly armed with essential spiritual skills and necessary law-abiding societal behaviors. The Spiritual Academy shall strive to provide academy platforms for at least Junior High School, High School and Upper Education students. Each platform affords an opportunity for students to experience and maintain elitedom spiritually, mentally, and physically. Our Upper Educational program will consist of a 6-year agenda in which scholastic studies focus on the written Word of HE WHICH IS and laboratory sciences. Most of the graduates will then devote an additional 6 years to Shepherd Corps as Shepherds (as a physician, evangelist, educator, etc.). The remainder will pursue even a higher calling and enter further studies to become life-long clergy. The Shepherd Corps chairman (Chair) will either be selected from academy graduates or a dedicated priest assigned by the Church.

2. 24/7 Hallowed Sanctuary. Clergy, Shepherds, and specified Members—see Article III—will have unfettered access to Shepherd Corps for prayer, fasting, penance, healing, alms, studying, and evangelizing. This blessed haven shall also provide:

a. room and board for retired, convalescing and traveling eremites and clergy;

b. a tranquil and holistic environment for religious and spiritual retreats;

c. a secure and safe location for religious study groups, concerts, performances and artistic displays.

3. Broadcasting/Publishing. Shepherd Corps will utilize broadcasting platforms such as radio, television and the internet to evangelize, heal, promote and solicit donations. Additionally, the company shall be responsible for publishing or co-publishing its own spiritually inclined written, sketched, painted, etc., materials.

4. America’s forgotten and undesirables. Shepherd Corps shall spiritually engage & entertain our nation’s outcasts, sickly, lost and elderly in order to heal, educate, and illuminate.

5. Evangelization. All natural creatures that inhabit ELOHIM’s planet are His creations—just as terra is. It is the continuous duty and primary obligation of our Shepherds to uninhibitedly evangelize to the land of HE WHICH IS and the creatures dwelling within her.

6. Liberal Arts. Shepherds engage in daily artistic expression by way of music, sketching, carpentry, painting, writing, sculpting, photography, singing, programming, others.

7. Church Support. Shepherd Corps pledges continuous support and obedience to CHRIST’s singular Church. Pastors throughout America may, at any time, request assistance, aid, or support from this sanctuary.

8. Judaea-Christianity. Shepherd Corps recognizes the Roman Catholic Church to be the true and validated Spouse of QUI EST. We believe She was birthed and contracted by our heavenly Father and Moyses. Then, as per the emphatic prophecy announced during the 6th Age of mankind, His Church was formalized and finalized by JESUS our Redeemer. The sum of the Old Testament is JESUS the CHRIST and His Church of St. Peter’s in Rome. This sanctuary understands that within the Old Testament lies the occultation of the New; and in the New Covenant rests the manifestation of the Old. As JESUS Himself affirmed, I am not come to break the Law or the prophets but to fulfill them. Our sanctuary recognizes JESUS the CHRIST as the true and lawful prophet descended from and as promised to Abraham, and by Moyses and his brother, Aaron—the organized Church’s initial Priest. The SON OF MAN is verified chronologically starting with 14 generations from the time of Abraham to the rule of King David. Then another 14 generations lapses from the time of King David to the Transmigration of Babylon. 14 final generations unfold from the Transmigration to Joseph and Mary birthing JESUS the Benevolent. Therefore, our sanctuary offers the followers of neo-Judaism a safe haven to study, discuss, and comprehend the Liturgy.

III. MEMBERSHIP

We welcome any support for Shepherd Corps. If you wish to become a member of this sanctuary then feel free to write us and explain who you are, what you wish to offer, and what benefits you expect to gain from being a member.

IV. MEETINGS OF MEMBERS

A. Annual Meetings.

One mandatory yearly meeting of the voting members shall occur on or about the 8th of March. The location and time will be designated by the Chair or Vice Chair. All voting Members must attend this meeting. At the annual meeting the members shall elect Board Officers and Directors, receive activity reports, discuss major changes in the Bylaws, Articles, and any SOPs, and, review all short- and long-range goals. The Board may determine a meeting of the members to be held by means of remote or electronic communication.

B. Notice of Meetings.

Notice of any meeting shall be given to each voting member by postal mail or by electronic mail (with confirmation) not less than 3 (three) weeks prior to the meeting.

C. Quorum.

The voting members and Board Officers present at any properly announced meeting shall constitute a quorum.

D. Voting.

Any and all issues to be voted upon shall be decided by a simple majority of those voting members present at the meeting in which the votes occur.

V. BOARD OF DIRECTORS

A. General Powers.

The Board is responsible for overall policy and direction of this nonprofit. It delegates responsibility of daily, immediate and future operations to the staff and any committees. The quantity of voting Members on the Board shall be no more than 12 (twelve) and no less than 3 (three). The Board receives no compensation other than reimbursement for prior-approved and documented expenses. The Chair is responsible for the moral and overall direction/guidance of the sanctuary. Our Chair receives guidance from HOLY SPIRIT along with an earthly spiritual advisor—if needed—such as from a sanctuary-dedicated Priest, Bishop, &. The Board not only ensures the Chair’s vision is adhered but is also responsible for all sanctum technicalities and procedures.

1. Specific Affairs.

a. Chair– The Chair automatically occupies a voting Member role on the Board and may be elected as one of its serving Officers. The Chair is always reserved for a Shepherd from Shepherd Corps, or assigned priest, who occupies the position indefinitely or until said person is no longer mentally apt and/or physically able to do so. The Chair oversees all Board meetings, mandates deadlines, organizes priorities, aids in establishing alliances and partnerships, oversees finances, vetoes votes that contradict the sanctuary morally and financially, and, is responsible for the safety and wellbeing of the sanctuary and Spiritual Academy. Any voting stalemates reached by the Board are forwarded to the Chair for the tie-breaker vote.

b. Board of Directors– The Board is responsible for, but not limited to, the following: calendars and schedules; implementation of Bylaws, Articles, and SOPs; insurances; compensations; legal and contracts; funding and fees; vehicles, tools & maintenances; Spiritual Academy rules, procedures and staffing; wages; broadcast operations; investments; safety. The primary role of the Board is execution of the Chair’s vision and fund raising. When it comes to overturning a veto or extremely questionable decisions by the Chair, a complete majority (unanimous) vote is required by the Officers and Members of the Board— excluding the Chair. Prior to the Board’s vote of annulment, a Mediator must be appointed and present during all discussions. All of the immediate aforementioned must be accomplished within 3 weeks of the Chair’s veto or ruling or the Chair’s final decision shall stand.

c. Mediator– Mediators are appointed, if requested, during the annual Board meetings. Both the Chair and Board must unanimously agree on a selected mediator.

b. Duties, Elections, Tenure, Requirements, Qualifications.

There shall be no less than 3 (three) and no more than 5 (five) Officers on the Board consisting of a Chair, President or Vice Chair, first or senior Vice President, Secretary, and Treasurer.

1. Duties. The Board shall, upon election, immediately perform their duties and continue in office until their successors are duly elected and qualified. The Board and an Advisory Council (if voted necessary) must be approved by a majority vote. No vote on new Members of the Board, or Advisory Council, shall be held unless a quorum of the Board is present as defined in Article VI.A.3. New Directors and current Directors shall be elected or re-elected by the voting representatives of, or directly by the, Members at the annual meeting. The Board shall meet at least quarterly at an agreed upon time and place. An official Board meeting requires that each Director and Member have written notice at least 3 (three) weeks in advance.

2. Election Procedures. Once fully staffed, a Board Nominating Committee shall be responsible for nominating a slate of prospective Board Members representing the sanctuary’s diverse constituency. Any Member can nominate a candidate to the slate of nominees. All candidates must be Members in good standing and of the appropriate membership tier. All Members will be eligible to send one representative to vote for each candidate.

3. Qualifications. No two (2) serving Members of the Board may be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity.

4. Tenure. Newly elected Directors, those who have no prior service with the corporation, shall serve an initial one (1) year term only. Upon completion of the original one (1) year term, said Director may serve subsequent three (3) year stints, if re-elected. Incumbencies shall be staggered so at the time of each annual meeting the terms of approximately one-third (⅓) of all Directors shall expire. Directors are eligible for re-election for up to 3 (three) consecutive 3 (three)-year terms. Extenuating circumstances, like available personnel, are the only applicable reasons for non-adherence.

5. Requirements. The Board shall meet at least quarterly at an agreed upon place and time. Official Board meetings require written notice at least 3 (three) weeks in advance. Excluding the Chair, annual contributions to Shepherd Corps from each non-tier Member Director is $153, payable at the yearly March meeting. All or part of such a value may come from the tax-deductible value paid for or solicited by the Director and received by the corporation. No contribution credit shall be given for in-kind donations provided, however, that the cash requirement for any Director who joins after the beginning of the fiscal year for the initial 1 (one) year term shall be prorated accordingly.

VI. REGULAR AND ANNUAL MEETINGS

A mandatory yearly meeting of the Board shall be held around the 8th of March. The Board will provide the time and place for this and all official subsequent meetings. Written notice of Board meetings shall be sent to all Members no less than three (3) weeks prior to the meeting date.

A. Special Meetings.

Unexpected meetings for the Board may be requested by the Chair or at the behest of any two (2) Officers. Time and place for such meetings will be provided by the requesting Officer(s).

1. Notice.

Notice of Board Special Meetings shall be given at least three (3) business days in advance by written notice or by direct telephone call, with date and time of call recorded in the Secretary’s log.

2. Waive Special Meeting.

Any Director or voting Member may waive notice of a special meeting. The attendance of a Director at any meeting shall constitute a waiver of notice for such a meeting, if given, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted or the purpose thereof for any regular meeting of the Board need be specified in the notice or waiver of notice of such a meeting unless specifically required by law or by these Bylaws.

3. Quorum.

The physical presence of a majority of Board Members shall be necessary at any meeting to constitute a quorum to transact business; however, a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the Board Members present at a meeting, at which a quorum is current, shall be the act of the Board unless the act of a greater quantity is required by these Bylaws or current governmental law.

4. Forfeiture of Seat.

Any board Member who fails to fulfill any requirements as established in these Bylaws by the thirtieth (30th) of April shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director head and Chair in writing that the seat has been declared vacant; the Board may then forthwith proceed to fill the vacancy.

a. Loss of Rights. Unseated Board Members lose their privilege to vote and are unentitled to any official procedures outlined in these Bylaws.

b. Vacancies. Whenever any vacancy occurs on the Board of Directors, it shall be filled without undue delay— executed by a simple majority vote of the remaining Members at any requested meeting. Vacancies may be created and completed pursuant to specific methods approved by the Board or identified in these Bylaws.

5. Compensation. Current Board compensation for full time services rendered shall consist of on-site housing, medical insurances, vehicular travel, entertainment, food, and, dependency care.

a. Chair. HOLY GHOST and the sanctuary are lifelong commitments for the Chair. For such full-time devotion, the Chair is provided with at least: housing, sustenance, transportation, health insurances, clothing and uniforms, entertainment, security, media access, fuel, and fitness gear.

6. Informal Action by Directors. Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so exercised, shall be signed by two-thirds (2/3s) of all Directors following notice of the intended action to all Board Members.

7. Confidentiality. The Chair must honor confidence with all persons when required. More so if the confidential conversation includes a vow before QUI EST. The Chair, Board, and all Members shall use discretion and good business judgment in discussing the affairs of Shepherd Corps with third parties. Without limiting the foregoing, Directors may freely discuss upcoming fundraisers and the purposes and functions of the corporation including accounts on deposit in financial institutions. Each Officer, Director, Member and any guest or visitor MUST sign a Confidentiality Agreement vowing not to discuss or disclose any information about Shepherd Corps, or its activities, to any person or entity unless such information pertains to the following:

a. the information is already a matter of public knowledge and identification;

b. such a person(s) or entity has a required need to know for the sake of safety, injury, or liability;

c. the disclosure of such information is in furtherance of the corporation’s purposes;

d. such information exchange can reasonably be expected to benefit the corporation or;

e. a legally binding law or court order is involved.

8. Advisory Council. Such an assembly may be created by and whose Members shall be elected by the Board annually, at the very least, but who shall have no duties, no voting privileges, and no obligations for attendance at regular Board or Member meetings. Advisory Council members may attend meetings only by invitation from a Director.

a. Qualifications. Advisory Council member(s) shall possess the desire to serve the community and support the work of the sanctuary by providing expertise and professional knowledge. The Board is under no obligation to comply with any of the Council’s input(s) unless mandated elsewhere in these Bylaws, Articles or local court of law. Shepherd Corps does not tolerate prejudices of any kind if they do not in any way interfere or negatively impact the sanctuary’s spiritual missions or beliefs.

b. Confidentiality. Advisory Council shall comply with the confidentiality policy set forth herein and will sign a Confidentiality Agreement consistent therewith upon being voted onto and accepting appointment to said Council.

9. Parliamentary Procedure. Shepherd Corps shall operate with stringent rules of discipline and morality. All Members, appointees, Directors, and visitors must uphold and be respectfully obedient to the heavenly spiritual (moral) ordinances contracted to all mankind by HE WHICH IS. For the sake of professional order, as required by any American corporation, the Board and Members shall conduct all meetings similar to Henry Robert’s, Rules of Order.

10. Member Removal. Any Board Member, Advisory Council or any formed committees may be removed with or without cause, at any time, by vote of three-quarters (3/4s) of the Board Members if, in their judgment, the best interest of the Corporation would be served thereby. Directors and Board Members must receive written notice of proposed removal at least twelve (12) business (Monday through Saturday) days prior to vote. If a Director or Member holds an Officer position, he or she automatically loses that rank as well. Board Members removed for failure to meet the minimum requirements stated earlier automatically forfeit their positions on the Board and are not entitled to the removal procedure outlined here.

a. Chair Removal. The removal of the Chair is complex and rare because such a person is formally elected by the Board and caters to a much higher authority. The Board must unanimously vote for the Chair’s removal under the guidance of a Mediator. The Chair must be informed of a pending vote by written notice at least 3 (three) weeks in advance. If vote to remove is approved, the Chair then has thirty (30) days to challenge the decision. After the Chair presents his challenge under the Mediator’s guidance, the Board must re-vote within 3 (three) business days. If the subsequent ruling does not change, the Chair must immediately retire the position—pending any official third-party rulings.

VII. OFFICERS

Officers include the Chair, Vice Chair or Board President, Vice President(s), Secretary, and Treasurer—plus such others as the Board may appoint or deem advisable. Each active Board Member and Officer shall exercise such powers and perform such duties as shall be set forth herein, and such other powers and duties as may be dictated periodically by the Board, along with those listed in the Articles and SOPs. Specified Officers for this sanctum will be elected by the Board and Chair. The Chair or ranking Board Officer may execute bonds, mortgages, and other documents under the seal of the Corporation, except where required or permitted by law to be otherwise executed, and except where execution thereof shall be expressly delegated by the Board to some other Officer, Member, or agent of the Corporation.

A. Chair. The Chair is directly responsible for the combined moral, ethical, general, and spiritual directions of Shepherd Corps. The sanctuary’s ambiance, general direction, etiquette, and investments are inputs which the Chair has an obligation to guide and contribute. The Chair, or Chair designated appointee, must attend all official Board meetings and monitor daily operations and implementations.

B. Vice Chair or President. Elected by the Board during the annual meeting, this individual is the Chief Operating Officer (COO) with full responsibility and authority for the management of daily operations, implementation and execution of Bylaws, Articles, SOPs, codes, etiquettes, rules, etc., and, ensures compliance of all operations under moral and spiritual parameters set forth by the Chair. The Vice Chair or President shall be an ex-officio Member of all committees and shall have the general powers and duties of management and supervision usually vested in the office of the President (or COO, CEO, etc.) of a corporation. Other duties of this COO shall include:

1. preside over all meetings of an Executive Committee,

2. manage the business of the Advisory Board,

3. ensure all orders and resolutions of the Advisory Board are brought to the Board,

4. supervise and direct all other Officers of this sanctuary and ensure their duties are properly performed and time frames implemented,

5. submit a report at the annual meeting of the operations of any program adopted by Shepherd Corps for the current year to the Advisory Board, Directors, committee leaders, and Members,

6. protect the sanctuary’s reputation,

7. maintain: the spiritual constitution, awareness, etiquette, synergistic team concept mandated by Shepherd Corps, any and all restrictions and parameters.

C. Secretary. Attends all Board and Shareholder meetings, acting as clerk thereof. The Secretary is responsible for Publication 1828, record keeping, daily maintenance and upkeep of Shepherd Corps internet sites, calendars, scheduling and appointments, bills, tax and legal commitments, deadlines, and, all forms of communications adopted by the company. The following obligations are also included:

1. record all votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose and perform like duties for all committees of the Board when required,

2. give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board,

3. perform such other duties as may be prescribed by the Board, President, or Vice Chair—under whose supervision the Secretary shall be,

4. maintain the records, minutes, and seal of the Corporation and may attest any instruments signed by Officers of the Corporation,

5. execute all official correspondence from Shepherd Corps and the Advisory Board as may be prescribed by the Advisory Board, the President, or Vice Chair.

D. Treasurer. The Treasurer is Chief Financial Officer (CFO) of the Corporation. The Board may at any time separate the position into two distinct offices. The Treasurer shall have responsibility for the custody of the corporate funds and securities, keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, possess and secure the Corporation’s official seal and emblem, and, maintain monies of the Corporation in a separate account in the name of the Corporation. The Treasurer shall provide to the President/Vice Chair and the Directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation.

E. Terms of Office. Officers of the Corporation shall retain office until their successors are chosen and have qualified, or, until their earlier resignation or removal. Any Officer or agent elected or appointed by the Board may be removed at any time, with validated cause, unless specified elsewhere in these Bylaws, by the affirmative vote of a simple majority by the Board. Any vacancy occurring in any office as a result of demise, resignation, removal or otherwise, shall be filled for the unexpired portion of the term by a majority Board vote.

1. The Chair commits to a lifetime obligation with the sanctuary. The Chair’s removal, unless elsewhere stated in these Bylaws, for inappropriate conduct, repeatable questionable actions, and permanent debilitating illness can only occur by a vote from all (excluding Chair) Members on the Board and supervised by the Mediator. The Chair may also choose to retire the seat (with voting approval from the Board) due to unforeseen circumstances such as the deterioration of spiritual faith, vocation, health, or any personal act of self-condemnation.

F. Action without a Meeting. Upon the initiative of the Chair or an Executive Committee, an official action that may be taken at a regular or special meeting may be executed without a meeting if the Secretary mails or electronically delivers a ballot to every Director and voting Member on the proposed action. The ballot must set forth each proposed action and provide an opportunity to vote in favor of or against each proposed executive action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.

VIII. COMPENSATION

Any further compensation, not already identified in the Articles and Bylaws, to the Chair, Officers and Board Members shall be approved and fixed by the Board of Directors.

IX. COMMITTEES

A. Formation. The Board may create ad hoc committees as needed, such as fundraising, housing, public relations, data collection, particular investment, etc. The Chair (or Vice Chair if directed by Chair) appoints all committee Chairs. Standing committees shall include (but are not limited to):

1. Executive Committee. Board Officers also serve as Members. Except for the power to amend the Articles and Bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, and is subject to the direction and control of the full Board. A quorum of the Executive Committee shall be 75% of the Officers.

2. Finance Committee. The Treasurer is the chair of the Finance Committee, which includes three (3) other Board or voting Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and Board members. The Board must approve the budget and expenditures must be within budget. Any major alteration in the budget must be approved by the Board or, with approval of the Board, the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the Corporation are public information and shall be made available to the membership, Board, and the public.

X. CORPORATE STAFF

A. Executive Director (ED). The ED is hired by the Board and serves at the will of the Board. The ED has day-to-day responsibilities for the sanctuary and shall have immediate and overall supervision of the operations of the Corporation; maintain all Corporation properties; hire, discharge, and determine the salaries and other compensation of staff Members under the ED’s supervision; and, perform such additional duties as may be directed by the Executive Committee or the Board. No officer, Executive Committee Member, or Board Member may individually instruct the ED. The ED shall make any reports at the Board and Executive Committee meetings as shall be required & requested by the President, Vice Chair, or Board. The ED will attend all Board meetings, report on the progress of the Corporation, answer questions of the Board Members, and, shall be an ad-hoc member of all committees. The Board may designate other duties as necessary.

B. Conflict/Compensation. The ED shall not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any Board Member or Advisory Council. The ED may be hired at any meeting of the Board by a majority vote and shall serve until removed by the Board upon an affirmative vote of three-quarters (3/4s) of the Members present at any Board meeting. Such a removal may be with or without cause. Nothing herein shall confer any compensation or other rights on/to any ED, who shall remain an employee terminable at will, as provided in these Bylaws.

XI. CONFLICT OF INTEREST

A. Purpose.

This policy protects the sanctuary’s interests when engaging a transaction or arrangement that might benefit the private interest of a Director or Member of Shepherd Corps, or, might result in a possible excess benefit transaction. The Conflict of Interest (COI) policy is intended to supplement but not replace any applicable state and federal laws governing COI applicable to nonprofit and charitable organizations.

B. Definitions.

1. Interested Person. Any Director, principal Officer, or Member of a committee with governing Board-delegated powers, who has a direct or indirect financial interest, is an Interested Person (IP).

2. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family: an ownership or investment interest in any entity with which the sanctuary has a transaction or arrangement; a compensation arrangement with Shepherd Corps or with any entity or individual with which the sanctuary has a transaction or arrangement; a potential ownership or investment interest in, or compensation arrangement with, which Shepherd Corps is negotiating a transaction or arrangement. A financial interest is not necessarily a COI. A person who has a financial interest may have a COI only if the appropriate governing Board or committee decides a conflict of interest exists.

3. Compensation. Includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

C. Procedures.

1. Duty to Disclose. In connection with any actual or possible COI, an IP must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and Members of committees with governing board-delegated powers considering the proposed transaction or arrangement.

2. Determination. After disclosure of the financial interest and all material facts, and after any discussion with the IP, the said individual must leave the governing board or committee meeting while a determination of a potential COI is discussed and voted upon.

3. Procedural Steps.

a. Presentation. An IP makes a presentation at the governing board or committee meeting. After the presentation the IP shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible COI.

b. Investigation. The Chair of the governing board committee shall, if appropriate, appoint a disinterested person, or committee, to investigate alternatives to the proposed transaction—or arrangement.

c. Determination. After due diligence, the governing board or committee shall determine whether the Corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict Of Interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a COI, the governing board or committee shall determine, by a majority vote of the disinterested Directors, whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

D. Violations. If the governing board or committee has reasonable cause to believe a Member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford said Member an opportunity to explain the alleged failure to disclose. If, after hearing the Member’s response, and after making further investigation as warranted by the circumstances, the governing Board or Committee determines the Member has failed to disclose an actual or possible COI, it shall take appropriate and corrective action.

E. Records of Proceedings. The minutes of the governing Board and all Committees with Board-delegated powers shall contain the names of the persons who disclosed, or otherwise were found to have a financial interest in connection with an actual or possible COI, the nature of the financial interest, any action taken to determine whether a COI was present, and the governing Board’s or Committee’s decision as to whether a COI in fact existed. The names of the persons who were present for discussions, and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings, must all be accurately recorded.

XII. COMPENSATION

A. Voting.

A voting Member of the governing Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to the Member’s compensation. A voting Member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the sanctum for services rendered, is precluded from voting on matters pertaining to that Member’s compensation. No voting Member of the governing Board or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any Committee regarding compensation.

B. Annual Statements.

Each Director, principal Officer, and Member of a committee with governing Board-delegated powers shall annually sign a statement which affirms such person has received, read, understands and signed a copy of the Conflict Of Interest policy. The person’s signature indicates the individual agrees to comply with the policy and understands the Corporation is charitable; and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Absolutely no personal profiting can occur within this sanctuary and violators will be punished to the full extent of state and federal laws.

XIII. PERIODIC REVIEWS

To ensure Shepherd Corps operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews may be conducted. These reviews shall, at a minimum, include whether compensation arrangements and benefits are reasonable, based on competent survey information. Also included, the result of arm’s length bargaining. And whether partnerships, joint ventures, and arrangements with management organizations conform to the sanctuary’s policies and are properly recorded, reflect reasonable investment or payment for goods and services, and, advances charitable purposes. Additionally, the above actions do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

A. Outside Experts.

When conducting a periodic review, Shepherd Corps may utilize outside advisors. If used, it shall not relieve the governing Board of its responsibility for ensuring the conduction of periodic reviews.

XIV. INDEMNIFICATION

A. General.

To the full extent authorized under the laws of Utah, this Corporation shall indemnify any Director, Officer, employee, or agent of the Corporation, or any person who may have served at the request of Shepherd Corps, such as a Director or Officer of another corporation (each of the foregoing Members, Directors, Officers, employees, agents, and persons is referred to as an INDEMNITEE), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such Member, Director, Officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any Bylaw, agreement, resolution of the Board, or otherwise.

B. Expenses.

Which include reasonable attorney’s fees, incurred in defending a civil or criminal action, suit, or proceeding, may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall be determined that such an indemnitee is not entitled to be indemnified hereunder.

C. Insurance.

The sanctuary may purchase and maintain insurance on behalf of any person who is or was a Member, Director, officer, employee, or agent against any liability asserted against such a person and incurred by such a person in any such capacity or arising out of such a person’s status as such, whether or not the Corporation would have the power or obligation to indemnify such a person against such liability under herein Article.

XV. AMENDMENTS

A. Articles of Incorporation.

Articles may be amended in any manner at any regular or special meeting of the Board, provided that specific written notice of the proposed amendment of the Articles, setting forth the proposed amendment or a summary of the changes to be effected thereby, shall be given to each Director at least three (3) days in advance of such a meeting if delivered personally, by facsimile, or by e-mail; at least five (5) working days if delivered by postal mail. Unless otherwise specified in these Bylaws or Articles, any amendments to the Articles shall require the approval of two-thirds (2/3s) vote via the Board. If the original incorporator alone is responsible for said revision(s), then no vote of approval is required.

B. Bylaws.

The Board may amend Bylaws by simple majority vote at any regular or special meeting. No further action is required if alterations are implemented by Incorporator. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each Director within the time and the manner provided for the giving of notice of Director meetings.

XVI. CAPITAL STOCK

A. Stock Certificates.

At this revision there are no stocks or shares evidencing membership, status, rank, position, &c, in Shepherd Corps, A W. B. Warren Sanctuary. Any future shares or stocks shall be represented by certificates provided by the Directors. The Board may provide, by resolution, that some, or all of any, or all classes or series of the stock, of this Corporation shall be, uncertificated shares. Every holder of stock represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate sealed and signed in the name of the Corporation, by the Chair, Vice Chair or President, Vice President, or Treasurer. Any or all of the signatures on the certificate may be via facsimile or e-mail. The stock certificates of the Corporation shall be numbered and registered in the share ledger and transfer books of the Corporation as they are issued and shall bear the corporate seal.

B. Lost Certificates.

The Corporation may issue a new certificate of stock in place of any certificate theretofore issued and alleged to have been lost, stolen, or destroyed; and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his or her legal representative, to make an affidavit of that fact, and the Corporation on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate. A fee for replacing said certificate may be required.

C. Transfers.

Transfer of shares, if approved by the Board, shall be made in Shepherd Corps books upon surrender and cancellation of the certificate(s) therefore endorsed by the person named in the certificate(s) or by his/her legal representative. No transfer shall be made which is inconsistent with any provision of law, the Articles, or these Bylaws.

D. Record Date.

So the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or to take action without a meeting, or to receive payment of any dividend or other distribution, or to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a Record Date. Such a Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted by the Board and shall not be less than ten (10) days or more than fifty (50) days prior to the meeting or action requiring a determination of shareholders. If no Record Date is fixed by the Board for determining shareholders entitled to notice of or to vote at a meeting, the Record Date shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or other action taken thereof, for determining shareholders entitled to consent to corporate action without a meeting, the Record Date shall be the day on which the first written consent is delivered to the Corporation in accordance with these Bylaws, and, for determining shareholders for any other purpose, the Record Date shall be at the close of business on the day which the Board adopts the resolution relating thereto.

XVII. DIVIDENDS

The Board may declare and pay dividends upon the outstanding shares of the Corporation, periodically and to such extent as the Board deems advisable, in the manner and upon the terms and conditions provided by law, these Bylaws, and/or the Articles. The Board may set apart, out of the funds of the sanctuary available for dividends, said sum as the Directors, from time to time, in their absolute discretion, think proper as a reserve fund for any proper purpose. The Board may abolish any such reserve in the manner it was created.

XVIII. SHEPHERDS

A. Vocation.

The Chair and other Shepherds have a demanding vocation to a contemplative life of incessant prayer, spiritual knowledge, biblical study, evangelizing, healing, and altruism. A Shepherd succumbs to a life of forgiveness and love while committing to the commandments of JESUS our CHRIST. This commitment involves the belief that GOD is in JESUS, JESUS is in GOD, JESUS is in us, and, GOD is in us all. A Shepherd Corps Shepherd disavows vanity to serve QUI EST as Master and stringently pledges to vows of poverty, chastity, obedience, prayer and altruism. He maintains an unyielding quest for blessed knowledge, fearlessly commits to the intercession of others, and, ceaselessly places the needs of others before self. Shepherd Corps ordains a Shepherd Brother, or in the possible future a Shepherd Sister, upon successful completion of the 6-year educational program offered by the Spiritual Academy. After commencement, each Shepherd obligates at least 6 (six) years of one’s life as a proselytizer and healer for Shepherd Corps. Additionally, the sanctuary’s Chair can be elected from its corps of Shepherds. The Chair, in turn, has a secular lifelong commitment to spiritually lead Shepherd Corps and its Spiritual Academy.

B. Specific Commitments.

The majority of our Shepherds shall reside on the grounds of the sanctuary and each is inherently blessed with honors and privileges, such as: health insurances, transportation, meals, boarding, others. Such allowances, however, come with inflexible obligations.

1. Evangelist. Catholic Priests are the song of God; Shepherd Corps Shepherds are the chorus of each blessed hymn. Our Shepherds are like the children of Asaph—they boldly sing of the Glory of God. It is the primary obligation of each Shepherd to both evangelize and heal through each Shepherd’s honed talents. Through the graces of the Blessed Virgin, a Shepherd humbly illuminates the poor in spirit, obsequiously teaches those lacking the Bread of Life, and, obstinately heals the afflicted. A Shepherd’s prayer ensues:

a. Jesus, Redeemer, correct in us our errors. Gather the dispersed. Conserve them that are and shall be gathered. Make all one flock in one fold under one pastor, thyself, Jesus Christ. To whom with the Father and Holy Ghost of all thanks, praise, honor, and glory, now and forever. Amen.

b. Amen denotes the Latin word, verum. It is our learned belief that the word or words proceeding Amen identify a substantial truth.

c. A Shepherd’s primary impetus for teaching comes directly from our Savior: To enter the Kingdom of God, one must be born again of water and spirit.

d. Our Shepherds minister to and heal ALL living creatures.

e. A Shepherd is to always be cautious of man: to be as wise as serpents, simple as doves.

2. Evangelical Dictum. Our Shepherds hold firm to the belief that the desire for/of wisdom leads to the everlasting Kingdom. It is the duty and responsibility of each Shepherd to instruct all the willing and unlearned how to attain Everlasting Life (vitam aeternam) from our time on earth. As per our CHRIST’S instructions, I am the way, and the verity, and the life; no man commeth to the Father, but by Me. With this, our Shepherds preach the six (6) steps to attaining Everlasting Life.

a. possess a true and sincere desire of discipline (of GOD’s true service),

b. this leads to an unflinching love for ELOHIM,

c. understand the meaning of love, which is: keep the laws, and, maintain QUI EST’s Commandments,

d. being disciplined in these laws leads to consummation of incorruption,

e. this makes the soul perfect in virtues and free from corruption of sin—being virtuous,

f. which leads to the joining of one with HE WHICH IS—the perfect beatitude of eternal life.

3. Chastity. Shepherds sleep only with HOLY GHOST. This is signified by an illuminated candle, or nightlight, by the bed each evening. The unremitting path of purity in thought and action exemplifies a Shepherd’s disproval of wantonness as one walks a straight path while wholly embracing continency. Sexual abstinence strongly and undoubtedly aids a Shepherd with votaries, which are to: pray, preach, and personify (maintain a spiritual regiment). Such a voluntary asceticism helps obliterate sins of the body and truly aligns one’s spirit with the Tubianeri—religious good. This esoteric pathway enhances a Shepherd’s resistance to the vanities of mankind and strengthens resistance to pride, chastisement, subversion, indignation and emulators of law. For our Shepherds, the pleasures of the body are inferior, and oftentimes detrimental, to Life Everlasting.

4. Church and Prayer. These are two of the most potent vows a Shepherd diligently maintains. As a daily minimum a Shepherd prays during the canonical hours: DAWN, 0900, MID-DAY, DUSK, 2100, MIDNIGHT. The path to knowledge and pure judgment is by way of staunch incessant prayer! To reside and pray in Church, which includes religious relics, is the apex of worship for a Shepherd. After all, there is a great difference where one prays or adores: at home, or in the Church or Holy places. Even the early Christian Gentiles devoted pilgrimages and homage to the Jew’s historic Temple in Jerusalem after JESUS’ Assumption into Heaven. The 4 (Four) Gospel writers devoted all their communications, which includes New Testament writings to the Jewish people. To the Christian Gentiles, however, the Apostle Peter devised the Savior’s Church to be rooted in Rome. It is without any doubt ELOHIM’s Spouse provides the quintessential place of worship along with the reception of CHRIST’s Sacraments.

a. GOD’s direct commandment to His glorified Son was/is this: JESUS will yield His life so there can be just ONE flock and ONE pastor. Only JESUS, not any man, had/has the power to yield His life. As historically revealed, no one person could take the life from JESUS.

b. Only the Church completely symbolizes the Glory of HE WHICH IS. It is through the Church the rich traditions of our Jewish forefathers are practiced. Only CHRIST’S Church parallels the life, practices, and offerings of our Savior. Hosanna, blessed is He who commeth in the name of our Lord, the King of Israel. All other religions on this planet are the result only of man, not CHRIST. Shepherd Corps is unflinching with this belief.

c. It is only Saint Peter’s Catholic Church in which the seed planted by our Savior remains firmly rooted and continuously sprouts fruit. Only through this Church has JESUS offered specific instruction and the HOLY SPIRIT continues hallowed guidance. It is in the Mass of the Church where a Shepherd learns humility and acquires grace. JESUS austerely vocalized this as He entered the Temple of Jerusalem on Palm Sunday, knowing full well that in five (5) days more He would be persecuted to death: Fear not, Daughter of Sion, Behold the King commeth sitting upon an asses colt.

d. When a Shepherd prays and weeps for others, he begins and ends each bequest with, DEUS propitius—GOD Be Merciful. When a Shepherd hears ELOHIM’s name used vainly, he/she kneels and prays, DEUS propitius. Whenever a Shepherd hears the name JESUS our CHRIST being vocalized, he/she instantly kneels out of divine worship, extreme respect, and, praise.

5. Fasting. Divine enlightenment and spiritual guidance are predominantly obtained through constant fasts. Shepherd Corps provides the grounds, support, and security for such fasts, which are dynamically personal and undeniably private—the government and public are never allowed access to such divine worship and thanksgiving. One need refers only to Moyses, Elias and JESUS, although all 3 (three) were divinely inspired and protected by QUI EST during their 40 (forty)-day fasts, for the extraordinary validity in which a fast offers an individual. Many of the Church’s scribes, saints, and martyrs became enlightened only through the miraculous auspices of their unencumbered and proud fasts. Like the power of chastity, fasting offers and strengthens a synergistic enhancement to a Shepherd’s coat-of-arms: purity. The guidance and revelation received by HOLY SPIRIT during a fast identifies a statement of faith for our Shepherds.

a. A Shepherd’s consistent Article of Faith, Children of the Light: Walk while you have the Light, that the darkness overtake you not. And he that walketh in darkness, knowest not whither he goeth. Unless you have the Light, believe in the Light, that you may be the children of the Light.

6. Discipline. The order in the life of a Shepherd bares its fruit in the written words of HE WHICH IS. The Old Testament, the Apocrypha, and the New Testament are the primary sources on how each Shepherd acknowledges and executes every passing day. A portrait of the average day for a Shepherd parallels the following:

a. arise before dawn and proudly announce the Shepherd’s Oath: He that loveth his life shall lose it; and he that hateth his life in this world doth keep it to Life Everlasting. If any man minister to Me, let him follow Me: and where I am, there also shall My minister be. If any man minister to Me, My Father will honor him

b. dress bed and tidy personal quarters

c. engage in physical fitness

d. dawn prayers or breviary

e. attend High and Low Masses whenever physically possible and feasible

f. sanctuary chores

g. minister/evangelize

h. mid-morning prayers or breviary

i. mid-day prayers or breviary

j. assignments or grounds upkeep

k. dusk prayers or breviary

l. 2100 or bedtime prayers/breviary

m. midnight prayers or breviary

n. prostration—for each Shepherd this is extremely personal. When a Shepherd prostrates it is executed with the head resting on the ground, the arms outstretched 90 (ninety) degrees to the torso, emulating CHRIST’s Cross.

7. Blessings. Shepherds give thanks to the Almighty by words of grace prior to each and every meal. With each person a Shepherd encounters he/she provides a blessing or extends the greeting of JESUS, pax vobis (peace be to you). And for every home a Shepherd is offered entry, the following blessing: pax huic domui (peace to this house).

8. Penance. Doing great penance is obligatory and honorable. A Shepherd understands the will of the flesh and comprehends man’s constant struggle with vanity. Therefore, Shepherds pray, weep, work and sing for personal sins and those of his fellow man. Even when the trials of man burden dreadfully against a Shepherd, when the masses oppose and chastise her because of her unwavering belief and faith in HE WHICH IS and all ELOHIM stands for, a Shepherd does not flinch at the threat of violence or taste of death. Instead, a Shepherd recalls that man hated and crucified SON OF MAN first. Shepherds embrace and accept constant daily penance just as one eats and sleeps. The hallowed act of great penance is historically sacred and must remain so (as supervised by the Church).

9. Superogaveris (Supererogate). Supererogate defines a Shepherd. Shepherds do not require motivation or reminding of the good works required of them by HOLY SPIRIT. They unremittingly strive to excel in good works beyond what is required of them.

10. Abstain from Pleasures. Worldly treasures, humanly pleasures, monetary exchanges, and personal gifts are of no significance or value to our Shepherds. This special breed foregoes all benefactions because such earthly troves offer no eternal rewards. A Shepherd contemplates and animates in such an esteemed esoteric spiritual plane that the average person cannot comprehend. Shepherds choose to abstain from earthly pleasures because the reward of Life Everlasting (vitam aeternam) dominates their thought processes and guides their actions/reactions amongst their fellow man. A Shepherd realizes no worldly value can be placed on this gift from CHRIST. Thusly, each Shepherd recognizes that only through one’s daily actions and sacrifices (while on earth) can one be considered worthy and sanctified for eternal heavenly glory. Life Everlasting is the only remuneration each Shepherd lives for.

11. Persecution and Loss. Our lives in these humanly shells are finite and inundated with loss and pain. A Shepherd accepts these sufferings as a tribute to the sacrifices our Savior made for each of us. For such a tribute a Shepherd avows, to greatly suffer for one’s belief in the teachings of our Lord offers no greater humanly sacrifice.

12. Holy Convocations. Our Lord’s Church historically and proficiently dictates the feasts that are to be celebrated by way of a special independent Mass in which Shepherds are obliged to adhere. In addition to these prestigious Holy Days of Obligation, Shepherds acknowledge Holy Convocations covenanted between QUI EST and our Judeo ancestors in Leviticus but do not celebrate them as only the Jewry today do.

a. Pasch/Passover (Pesakh). Passover commemorates man’s redemption from sin. It coincides with Phase, which is the 14th day of the new moon of the first month, Nisan (March, April or sometimes May). More importantly, JESUS was crucified during Passover week; and He presented Himself as the Passover Lamb.

b. Feast of Unleavened Bread (Matsoth). This Feast is a continuation of Passover. On the 15th day of Nisan, and for one week after Passover, only unleavened bread is eaten to commemorate GOD’s deliverance of Israel out of Egypt.

c. Feast of First-Fruits (Yom Havikurim). Celebrated on the 22nd of Nisan (Mar, Apr or May), the day after Feast of Unleavened Bread concludes. This dedication of the first harvests acknowledges the fertility of the land given to the Israelites by HE WHICH IS.

d. Pentecost/Weeks (Shavuot). The Feast of Weeks is celebrated the day after the conclusion of the 7 (seven) weeks after the Feast of Passover. This Feast takes place 50 (fifty) days after Passover and commemorates the giving of the Law at Mount Sinai. This includes the Day of First-Fruits for the wheat harvest.

e. Feast of Trumpets (Yom Tiruah). It was commanded to be held on the first day of the 7th month (Tishri: September or October) and was to be a day of the trumpet blast. The blowing of the trumpets signaled the beginning of the civil new year; hard labor was ceased during this time.

f. Atonement (Yom Kippur). On the 10th day of the seventh month (Tishri) the high priest makes atonement for Israel’s sin. Atonement is a day of fasting and is observed ONCE a year.

g. Feast of Booths or Tabernacles (scenopegia or Sukkot). Acknowledged from the 15th of Tishri (September/October) until the 21st. This Feast represents the commemoration of the 40 (forty) years of our ancestors dwelling in the desert wilderness, at which time the people incredibly resided in booths comprised of branches and tree boughs, all under the miraculous protection of HE WHICH IS.

h. Feast of Dedication/Festival of Lights (Hanukkah or egkainismos). This is an 8 (eight) day celebration beginning on the 25th of Kislev (November/December) to commemorate the re-purification of our temple by Judas of the fascinatingly daunting Machabees around 167 BC.

i. Feast of Purim (lots). Instituted by Mordecai, the Jewish leader who refused to bow to Haman. Afterwards insulted, Haman used lots to set the date for the (failed) genocide of our Jewish ancestors. Purim commemorates the deliverance of the Jews as recorded in the book of Esther. It is celebrated from the 14th to the 15th of Adar (February/March).

13. Poverty. Shepherds do not draw salaries and have no personal possessions. Shepherd Corps provides for all (minimal essentials) biological and physiological necessities required of each Shepherd which includes: sustenance, hygiene, attire, health insurance, transportation, security, travel, rent, utilities, hobbies, research, room and bed.

14. Dress Code. Excluding calisthenics and personal time, our Shepherds wear maroon linen habits with maroon rope cinctures when in public. Bland-colored leather sandals with straps are predominantly worn on the feet. Shepherd apparel must not be constructed of wool. Maroon is the chosen color because its hue best represents the blood of our Savior, His intrepid martyrs (known and unknown), and, our beloved saints (known and unknown). Walking sticks/canes are also provided for each Shepherd. The Chair may elect to wear brown or an off-white habit. A wood rosary (no metallics) at least 40” (forty) in length and with an attached cross is always secured to each Shepherd’s cincture. An alternative to the habit for men (we have not yet finalized the substitute attire for women) is a maroon, long- or short-sleeve, clergy shirt, preferably comprised of linen but cotton may be used as a substitute, as well as a black collarette with a white narrow strip across the top. The trousers, includes shorts, must be mono-colored and bland, conservative and simple, frugal with no advertisements, and loose-fitting. A maroon belt or suspenders may be added. Hats are optional and are only worn out of necessity—not as a reminder that HE WHICH IS reigns above us. These hats must be bland and dull, lacking advertisements, parsimonious, and must not contain wool. No hats are ever to be worn indoors. There are seven (7) governing reasons why each Shepherd is meticulously attired as indicated.

a. Purity. The wearing of a habit comprised of straight linen signifies a purity of life required in each of our Shepherds.

b. Discretion. Excluding the embroidered emblem of Shepherd Corps stitched on the back of each hooded habit, maroon is a Shepherd’s chosen color because it signifies the blood shed by our Pascal Lamb and His martyrs. A Shepherd is to always use discrete moderation in all his acts to the spiritual profit of all sorts of people. The embroidered insignia shall be comprised of only the following colors: blue, scarlet, yellow (gold) and/or purple.

c. Edification. The lengthy habit covers the entire body flowing down to the dorsal of a Shepherd’s foot. This signifies heavenly conversation upon this earth along with union and concord in faith and manners (at all times), with edification by good works. A Shepherd never requires praise or publicity of any kind.

d. Toleration. The maroon cincture is comprised of 12 strands of twisted rope to indicate the 12 Tribes of Israel and 12 Apostles. It is secured around a Shepherd’s waist as a reminder to support the people a Shepherd ministers to and tolerates the infirmities of others.

e. Knowledge and Sincerity. The embroidered emblem worn on the upper back of a Shepherd’s habit is no larger than an adult palm. URIM and THUMMIM are the only words to be found on the Shepherd Corps patch/emblem and are translated to indicate DOCTRINE and VERITY. Each Shepherd indefatigably endeavors for daily knowledge of the truth and sincere intention. The only personal ornament authorized for a Shepherd is a blessed pure gold or cloth (linen) scapular worn around the neck. This connotes the perpetual solicitude and care a Shepherd possesses in his/her heart. Our Shepherds know and teach the truth for one exclusive purpose: that the people may truly serve ELOHIM to the Shepherd’s honor and the people’s own salvation.

f. Intention Directed to QUI EST. Rounded hoods are secured to the top of each habit to act as a reminding impetus for a Shepherd in which he/she must direct all actions to our Lord’s glory—who rules above us all.

g. Contemplation of ELOHIM and His Hallowed Works. A Shepherd’s lengthy habit is intentionally of one piece that is donned by first slipping the garment over the head, shoulders and arms. This is to ardently remind the Shepherd to contemplate ELOHIM along with His works with everything the Shepherd does throughout the day.

15. Obedience. Forswearing oneself, pride, and sloth are without doubt the greatest contributors to disobedience. A Shepherd vows obedience and allegiance to only the:

a. HOLY GHOST

b. Church

c. Chair of Shepherd Corps

16. Tribes Unification. Shepherds always endeavor to assist with the unification of the surviving descendants of the original 12 Tribes of Israel. Shepherd Corps provides the physical space for those persons practicing neo-Judaism wishing for unification under ELOHIM. How does Shepherd Corps define Neo-Judaism? Firstly, it is the result from the toppling of King Solomon’s Temple after CHRIST’S Crucifixion and subsequent Ascension into our Lord’s eternal Heavenly Kingdom. Next, JESUS is the legitimate and final heir to the priesthood meticulously established by Adam, his most hallowed son, ENOCH, the Priest, Melchisedech, Abraham, Isaac, the incomparable Jacob, Moyses and his brother, Aaron, Kings’ David and Solomon, &c. Also, Neo-Judaism legitimizes itself by linking the one-time true Jewish faith to the corrupted high priest successions that occurred while our beloved Jewish ancestors were incarcerated in and after they were freed from Babylon. Including, corruption certainly unfolded under Roman rule as well. As per the prestigious prophecy: a prophet chosen amongst us becomes the harbinger of Elijah’s return to earth, subsequently followed by our Savior’s return for final judgment of all mankind. This trio of events, along with John’s Revelations, unfolds after the 12 Tribes of Israel are once again unified and converted from Neo-Judaism (or any other man-formulated religions) to be unified with this planet’s chosen people of our Savior. Originally named, Christians, (logically dubbed after the followers of our Savior) but then later evolved to the term Catholic, which is studiously defined as, Universal. Shepherds of Shepherd Corps must always remain vigilant and instrumental in such blessedly historic opportunities.

C. Symbolum Apostolorum. By tradition the 12 original Apostles of JESUS pass down to us a code known as the Apostle’s Creed. Since our baptism Shepherds solemnly profess each and every one of the following 12 Articles belonging to this Creed:

1. I believe in God the Father, almighty, Creator of heaven and earth.

2. And in Jesus Christ, His only Son, our Lord.

3. Who was conceived by the Holy Ghost, born of the Virgin Mary.

4. Suffered under Pontius Pilate, was crucified, dead, and buried: Descended into Hell.

5. The third day He rose again from death.

6. Ascended into heaven: sitteth at the right hand of God the Father Almighty.

7. From thence He shall come to judge the quick and the dead.

8. I believe in the Holy Ghost.

9. The Holy Catholic Church: the communion of saints.

10. Forgiveness of sins.

11. Resurrection of the flesh.

12. Life everlasting. Amen.

ADOPTION OF REVISED BYLAWS

We, the undersigned, are the directors and incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws as the official revised Bylaws of Shepherd Corps, A W. B. Warren Sanctuary, Inc.

ADOPTED and APPROVED by the Incorporator and/or at a meeting of the Board of Directors by a two-thirds majority vote on this 22nd day of November, 2025.

Brother Sebastian

Brother Sebastian, Incorporator & Temporary Chair – Shepherd Corps, A W. B. Warren Sanctuary, Inc.

Brother Sebastian

ATTEST: 22 November , 2025 – Shepherd Corps,

A W. B. Warren Sanctuary, Inc.