Board orientation manual with new conflicts of interest

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BOARD ORIENTATION MANUAL

Produced by The Global Executive Office &

Board Recruitment, Orientation and Development Committee

June 2013

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1. Introduction

2. FH Welcome Booklet

a. Our History b. Mission, Vision, and Values c. FH Staff Orientation Materials

3. Board of Directors

a. Director Profiles b. AAAA Board Functions c. Board Performance Evaluation Forms d. Board Policy Decisions e. Committees

i. Executive Committee (see bylaws) ii. Audit Committee (see bylaws) iii. Board Recruitment Orientation and Development (BROD)

Committee (see bylaws) 1. Nominating Committee Concepts 2. Board Nomination Form 3. Reading List

4. Bylaws

a. FH Association (FH-A) b. FH Inc. (FHUS)

5. Current Organizational Charts

a. Global Executive Office Profiles b. Global Leadership Team and International Council

6. World Vulnerability Ratings

7. Auditor’s Opinions and Financial Statements

8. Global Strategy – Envision 2020

a. Summary of Organizational Strategy b. Key Performance Indicators

9. Brand Strategy

10. Summary of FH Work

TABLE OF CONTENTS

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A Word from our Chairs Welcome to the FH Board of Directors! We are thankful that you have answered God's call to end physical and spiritual hunger globally through your role as a board member at FH. You join a strong legacy of excellence, sacrifice and impact in the name of Jesus. In order to get you oriented to your role, this manual covers FH as an organization as well as the functioning of the board. For FH as an organization you will find information on our Vision, Mission and Values, how we are organized, where we work and what the focus of our day to day work is among others things. For the board you will find introductions to the other board members, expectations of you as a board member, and how your skills and experiences will be used to inform the direction of the organization. We look forward to serving with you.

signed, Ken and Larry, board co-chairs

Ken Wathome, FH-A Chair Larry Jones, FH-US Chair

1. Introduction

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The FH Welcome Booklet can be accessed, viewed and downloaded using the below link. It includes pertinent sections for Board Orientation on FH History, Vision, Mission Values (VMV), and other staff orientation materials. The Welcome Booklet is required reading for new board members. Information in the Welcome Booklet is not repeated here in the Board Orientation Manual.

FH Welcome Booklet

PAGE REFERENCE:

1. FH History 6-14 2. Foundational Principles & VMV 15-26 3. FH Acronyms 39-40

http://issuu.com/drc11211/docs/fh_welcome_book_2012_final_0

2. FH Welcome Booklet



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Ken Wathome Board Co-Chair, Kenya

Wathome joined the Food for the Hungry Board in 2002 after serving as a Chair of a FH- initiated, Faulu Kenya, since 1994, which is now a leading microfinance institution in Kenya. Coming from a part of the world that faces many challenges and hardships, Ken believes that it is his duty to serve God by empowering the poor. He is an entrepreneur in real estate, investment banking and insurance, serving on high-profile boards in Uganda and Kenya. He has a special interest in providing education and business opportunities to disenfranchised people and using his connections and networks to influence affirmative actions by policy makers toward these people. Wathome is married to Jane Wathome. They have three children together.

Francoise Andre Board Member, Switzerland

Andre joined Food for the Hungry’s board in 1999 after retiring as a social consultant in Switzerland. Married to a businessman, Andre traveled the world and developed a special interest in how microenterprise projects help impoverished communities recover economically. Her interest in Food for the Hungry stemmed from FH’s ministry of meeting both physical and spiritual needs. She believes that a dual-approach is necessary to effectively minister to the poor. Andre started working with impoverished communities in London as a child with her family. She continues to serve on FH’s board with a focus on encouraging the dignity and empowerment of vulnerable people. Andre is married with three children, who are currently all involved in missions.

3. Director Profiles

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Lord Paul Boateng The Rt Hon Lord Boateng P.C. D.L. Board Member, United Kingdom

Boateng is an attorney, member of the British parliament and political activist. He served on the South African Council of Churches during the 1980s and served on Prime Minister Tony Blair’s cabinet. Serving as the United Kingdom’s High Commissioner to Africa, Boateng met FH Board Chair Ken Wathome during a political event. Interested in faith and economic development, Boateng became interested in FH’s work in Kenya and Uganda. He became a FH board member in 2009. Boateng is passionate about working with Africans to take ownership of the intellectual property and brand of their products. Boateng is married with five children and two grandchildren.

Jeanie Dassow Board Member, United States

Dr. Dassow works as a professor of Obstetrics and Gynecology at the University of Tennessee in Chattanooga, Tenn. She specializes in care for medically under-served women. After completing medical school in Lexington, Ky., she did her residency in St. Louis, Mo. Dassow came to Food for the Hungry in the fall of 2008. She brings a love for the people of the nations and a passion to promote others to live into the great gift of reconciliation that she has experienced in Jesus Christ. She and her husband Paul, a family medicine physician, have two boys and four girls.

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Gary Edmonds Board Member, United States

Edmonds is president and founder of Breakthrough Partners, a non-profit organization working to build up indigenous leaders who can then rebuild their broken communities. He previously served as executive director of several Christian organizations and pastored churches in the U.S. and abroad. An ordained minister, Edmonds has a master's degree in biblical studies. Edmonds began working with Food for the Hungry as a board member and a consultant. He sees FH as an extension of the Church, giving communities in critical need not only aid but also the tools and resources that bring hope for a better future. Edmonds and his wife, Tricia, have four children and seven grandchildren. They now reside in Edmonds, Wash.

Peter Mogan Board Member, Canada

For the past 33 years, Mogan has been active as a business lawyer in Ontario and B.C., with an emphasis on mergers and acquisitions and financing. He is a partner with nine other Christian lawyers in Access Law Group, a Vancouver law firm that seeks to live out their values of compassion, authenticity and empowerment. In 2005, Mogan started working with Food for the Hungry in Canada. In late 2009, he accepted an invitation to join the Food for the Hungry Board. His heart has been deeply moved to respond to God's call to walk with and serve the poor. He leads teams from his local church in their community-to-community partnership with a small community in Lima, Peru.

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Larry Jones Board Co-Chair, United States

Jones is the Director of Program Development and Evaluation at University of Wisconsin’s Cooperative Extension. Jones began working with Food for the Hungry in the early 1980s, after FH founder Dr. Larry Ward visited Wheaton College in Wheaton, Ill. Jones served with FH in Thailand, Bangladesh, Somalia, Kenya and Ghana. In 2007, Jones was approached by FH to serve as a board member. His focus is on the effectiveness of using biblical worldview for transformational development and creating partnerships to accomplish great works. He also has a passion for the entrepreneurial spirit FH uses to customize programs for the specific needs of impoverished communities. Jones is married with two daughters and one granddaughter.

Jay Choi Board Member, United States

Choi is a Korean-born, U.S. citizen who currently lives outside of Denver, Colo. He is both a lawyer, a certified public accountant (CPA), and holds a master’s in business administration (MBA). His vast experience in business, law and cross-cultural engagement with an emphasis on Asian relations, makes Choi an important contributor to FH’s board. Choi brings a curiosity and passion for international work. He thrives on the challenges where Food for the Hungry works.

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Laurent Mbanda Board Member, Rwanda

Mbanda currently serves as the Bishop of Shyira Diocese in Rwanda for the Anglican Church. His experience as vice president for Compassion International’s Africa Region, as well as his leadership in organizations such as Christian African Leadership Ministry (CALM), Campus Crusade for Christ, and Christian Aid Mission provides him a deep understanding for the holistic work of FH. In addition to his work with charities and the Anglican Church, Bishop Mbanda is also a writer, and a visionary for post-genocide Rwanda.

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FH AAAA Board Functions The FH AAAA Board Functions provide the high level view of the appropriate functions of the FH Board of Directors.

Taken from the notes included at the end of the September 19, 2009 Board book highlighting discussion points from the June 2009 Board Meeting. Recorded by John Rowell, former FH Board Member.

1. Advise: The Board has the responsibility to appoint executive leadership, which then is tasked to manage and direct the organization. We are here as directors to offer wisdom, a point of reference and to consent to strategic direction and financial initiatives put forward by the executives we employ.

2. Approve: On key issues of strategic and financial planning the Board of

Directors offers its consent to the executive staff’s sense of direction and decision-making.

3. Advocate: The Board of Directors serves to champion the work of the global

organization, supporting the work of staff at all levels and functioning as the chief cheer leading body for the worldwide ministry.

4. Audit: The Board of Directors is responsible to monitor the effectiveness of the

organization insuring that it maintains operational unity, community cohesion, fiscal and financial integrity, ethical and moral boundaries, and appropriate risk management.

AAAA Board Functions

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Supervisor-Annual Review & Development Plan (ARDP) for FY13

Employee Name:

Title:

Supervisor Name: Title:

Department: Review Period: Oct 2013-June 2013

Instructions: In completing this review, the following sequence should be followed:

1. Review most current applicable Job Description. Notify Global Human Resources

of any changes/additions to the Job Description.

2. Review previous year Annual Review Development Plan (ARDP).

3. Employee to complete their Self-Evaluation and give to Supervisor 3 days prior

to appraisal meeting.

4. Supervisor to complete the ARDP.

5. Supervisor to schedule a 1 hour meeting with employee to review all sections of

the ARDP.

6. Once you discuss the evaluation with the employee and obtain their signature,

return the ARDP and Self-Evaluation to Global Human Resources for permanent

filing. Retain a copy to guide future conversations with employee and to utilize

for mid-year reviews.

SECTION I

Key Considerations: Use the definitions below when considering accomplishment of job duties per the job description, goals and supervisor and interpersonal skills. This is not intended to be an all-inclusive list or to reflect the most important skills, rather an aid to evaluate performance. VMV is documented in a separate question on the ARDP and thus not in this list.

1. Decision Making- Displays sound judgment when making decisions, is objective

and consistent, seeks input from key stakeholders and assesses impacts (long

and short-term).

2. Goal Accountability and Execution-The ability to analyze work, set goals and

Board Performance Evaluation Forms

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prioritize appropriately for self and team members, completes tasks and projects

in an acceptable timeframe.

3. Communication-Maintains open, effective communications with employees,

peers and leaders. Successfully builds bridges based on trust and open

communication. Ensures understanding by mirroring back what is said, asking

clarifying questions when necessary. Written and verbal communications are

clear, concise and understandable.

4. Collaboration and Team Building- Ability to work well with others in and outside

of the department. Effectively utilizes skills and abilities of the team. Encourages

group cooperation and participation.

5. Timeliness of Feedback (formal and informal)-Provides regular, accurate,

consistent feedback to employees. Celebrates contributions and provides input

on areas of development or performance needs. Reviews are consistently

completed on time and submitted to Global Human Resources on or before

deadline.

Contributions: Please list key contributions made to the team and/or the organization related to previous fiscal year goals and objectives set. These should be in alignment with what was documented in previous years ARDP, but can also include additional achievements.

SUPV-

Strengths: Please list three top strengths (minimum) which were demonstrated in the review period and give a specific example of when and how each was used to meet performance objectives of the individual or their team.

SUPV-

Development opportunities for performance improvement and/or professional advancement. Please list three areas of needed performance improvement and/or possible development to increase job performance or scope of responsibilities.

SUPV-

Performance goals and objectives to be met for the coming year. Goals should be SMART (Specific, Measurable, Attainable, Relevant and Timely). List individual and/or departmental goals and objectives for the next fiscal year- past and present measures can be attached to the end of this document. (Goals and objectives must be mutually understood)

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SUPV-

UNIFIED GOALS (to be completed by the supervisor to reflect what was mutually agreed upon)

Vision, Mission and Values: 1. Describe how you/this person, aligns ministry activities with the FH Vision and Mission by

promoting and/or integrating the 5 Cores in all areas of their job or department (i.e. Our foundation is God; Our focus is on the most vulnerable; Our work is relational; Our understanding of poverty is wholistic; Our approach is to examine all aspects of our lives and seek to align them to God).

2. Give an example of how you/this person exemplifies or lives out one or more of the FH

values (Christ-Centered, Wholistic, Stewardship, Grace, Excellence and Servanthood).

SUPV-

Support needed to achieve performance goals, objectives, improvement advancement and development opportunities. Please list three ways support can be provided to achieve performance goals, objectives, development/improvement opportunities and advancement (including resources, structure, elimination of barriers, encouragement, etc.)

SUPV-

SECTION II

Please document key points from the annual review meeting such as employee satisfaction level, concerns/issues, and action items. This space can also be used for optional employee comments:

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(Supervisor’s Use Only)

Key:

Ratings

Outstanding (5)

Exceeds Expectations (4)

Meets Expectations (3)

Somewhat Satisfactory (2)

Less Than Satisfactory (1)

Ratings Definitions Performance demonstrated in all areas of the job consistently exceeds expectations Performance demonstrated in many areas of the job consistently exceeds expectations Performance demonstrated in all areas of the job consistently meet expectations. This is a solid performer making a tangible contribution to FH. Performance demonstrated in some areas of the job fall short of consistently meeting expectations Performance demonstrated in many areas of the job fall seriously short of consistently meeting expectations

Employee Signature

Date

Note: this signature only indicates receipt of the review; not necessarily agreement with all content

Supervisor Signature

Date

Date

*Upon completion of this form please return to the Employee Services generalist in Global Human Resources for inclusion in the employee’s personnel file. Obtain from GHR: _______#On-Time Reviews _________#Late Reviews ____________% of completion

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Distribution of Independent Auditor’s Management Letter

MSA: The following FHUS Audit Committee Proposal be added to the FHUS policy manual: The FHUS Directors value transparency and accountability in reporting to our constituents but we also recognize our fiduciary responsibility to monitor and steward the financial affairs of the ministry with appropriate attention to confidentiality. The independent auditor’s management letter is a document intended for the edification of the Board of Directors in fulfilling their duties in overseeing the financial affairs of the ministry. The independent auditor’s management letter is not intended for public distribution as it addresses in detail a variety of issues not appropriately shared outside the circle of Directors and senior management personnel. It is therefore the Board’s policy not to make copies of the independent auditor’s management letter available to the public. Should a request for review of this document be made, those seeking access to this document should be referred to the FHUS CEO and/or the Audit Committee Chairperson. Transparent responses will be offered to all specific questions raised through credible inquiries posed to these representatives of FHUS. At the discretion of the FHUS CEO and/or the Audit Committee Chairperson, a guided review of the management letter may be allowed with proper interpretive assistance. But under no circumstances is a copy of the independent auditor’s management letter to be released to individuals outside the Board of Directors or the FHUS senior management team. (Reference: FHUS Board Minutes 2.2007)

Annual Distribution of Funds from CDF Assets

MSA: In the annual distribution of funds from the CDF assets, FHUS will allocate 2/3 to FHUS and 1/3 to JIFH to reflect the contributions originally made by JFHI to the fund. Gary St. John will draft a new document which will allow this issue to be settled among the parties by mutual agreement. The MOU will stipulate that JIFH will abide by the original intent and selection criteria for sponsored students. (Reference FHUS Board Minutes 9.2006)

Regarding Sex Trafficking and Prostitution

Be it resolved that the Board of Directors of Food for the Hungry, Inc. approves the following policy: Food for the Hungry recognizes that the practice of prostitution is inherently dehumanizing and harmful and can contribute to the practice of human trafficking. While Food for the Hungry reaches out to all in need regardless of circumstance, including those who are made vulnerable by prostitution, we oppose the practice of prostitution and human trafficking. Further, Food for the Hungry forbids the expenditure of funds from any source to promote, advocate or support the legalization or practice of prostitution of human trafficking.

Board Policy Decisions

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Approved by the Executive Committee of the Board of Directors on October 5, 2005 (Reference October 2005 Resolution of the Board of Directors Regarding Sex Trafficking and Prostitution Policy)

Adoption of Policies for Individual Board Meeting Attendance, Conflict of Interest and Pluralism

Resolved that Food for the Hungry, Inc. a California corporation, does duly adopt the following resolutions:

Resolved, each member of the Board of Directors and Executive Committee must attend a minimum of one Board meeting and/or Executive Committee meeting per year. If a Director fails to meet this minimum, his or her office will become vacant for the remainder of the term. At the discretion of the Chairman, imposition of this rule may be waived due to extenuating circumstances.

Resolved that the Board of Directors desires to adopt a conflict of interest policy that is effective for both members of the Board of Directors and paid staff of Food for the Hungry, Inc. This policy is in addition to, and does not replace, the conflict of interest policy adopted at the Board of Directors meeting on November 27, 1989. This addition is as follows:

A conflict of interest may exist when the interests or concerns of any Director, Officer or staff member, or said person’s immediate family, or any party, group or organization to which said person has allegiance, may be seen as improperly competing with the interests or concerns of Food for the Hungry, Inc.

Any possible conflict of interest shall be disclosed to the Board of Directors by the person concerned.

When any such conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to attention of the Board of Directors, or one of its committees, and such person shall not vote on this matter.

Moreover, the person having a conflict shall retire from the room in which the Board or its Committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person shall provide the Board or Committee with any and all relevant information.

The minutes of the meeting of the Board or Committee shall reflect that the conflict of interest was disclosed and the interested person was not present during the final discussion or vote and did not vote. When there is a doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or Committee, excluding the person concerning whose situation the doubt has risen.

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A copy of this conflict of interest statement shall be furnished each Director, Officer, and staff member who is presently serving Food for the Hungry, Inc. or who may hereafter become associated with it; and any new Directors, Officers or staff member shall be advised of the policy upon undertaking the duties of such office.

Resolved, Food for the Hungry, Inc. needs first to ensure that its Directors, Officers and staff have a shared belief in its mission, motivation and essential values and sufficient commitment to give the time and resources necessary for performance of their responsibilities.

However, also mindful of an overall mission to better American society and to better serve the Organization, Food for the Hungry, Inc. affirms its commitment to reflect Jesus Christ and then society’s diversity in its Board of Directors, Officers, staff and programs.

I certify that the above resolutions were duly adopted by the Board of Directors of Food for the Hungry, Inc. at a legally called meeting held on October 18, 1991.

Signed by Thomas Van Arsdale, Secretary

Board Travel Policy Air Travel Air travel to and from Board Meetings shall be covered by Food for the Hungry. This is to be from the home town of the director to the city of the meeting unless otherwise arranged. Travel will be coach class unless form some reason business class can be bought for around the same cost. Should a director wish to upgrade his/her travel to business or first class, s/he can do so at his/her own cost.

Car Rental Local transportation will be arranged in the city where the meeting will be held. Should a director wish to rent a car, it will be at his/her own expense.

Hotels Hotel arrangements will be made by the Food for the Hungry office and paid for by the same. Should upgrades be desired it will be at the cost of the director. Rooms will generally be standard single rooms unless an upgraded room can be arranged at a special rate at the time of booking. Should specific needs arise, please notify the FH office in advance so they can be arranged. Should an extra night on the road occur because of travel need, it will be covered by Food for the Hungry. For more than one night, please make your arrangements with the office before ticketing. Example: your

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airline ticket is $200 less if you stay over a Saturday night and you are willing to make this change, Food for the Hungry will pick up the cost. But should you decide to stop-over for business or pleasure in a connecting city, that will be the cost of the director. When in doubt, please contact the office for clarification before ticketing.

Telephone Calls Food for the Hungry will cover any reasonable calls made by the director while on Food for the Hungry business. This includes phone to his/her home or office to keep in touch while attending a Board meeting.

Meals All meals will be arranged by Food for the Hungry and covered by same. If, for any reason, other meals are needed between the time the director arrives for the meeting and departs for home, arrangements will be made for him/her to charge meals to his/her room, etc. Please ask the office about such arrangements upon your arrival. Meals in transit, as well as snacks, should be the responsibility of the director. Meals are arranged and paid for in advance. Therefore, should you decide not to attend a meal with the other directors, your notification to the FH office as soon as possible would be appreciated.

Incidental Expenses Food for the Hungry will be responsible to the hotel to cover any and all charges during the time of the director’s stay in the hotel. Should you have personal items charged to your bill, please pay for them at the time of check out or later with the FH office. Miscellaneous Any item which is not mentioned above or that is an exception to the rule should be at the discretion of the director. Should it be necessary for a director to use personal funds to cover a business expense, please send the request along with the receipt to the office for reimbursement. The President’s office is always available to help you in making any arrangements for your travel. Should any questions or problems arise, please let us know immediately. Spouse Travel The cost of spouse or family travel is the responsibility of the director. If you and your spouse can share the already arranged hotel accommodations then the organization is glad to provide your expense in this way. Otherwise, all other costs must be borne personally. (Reference Board Travel Policy FH, Inc. & FHI)

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FHA and FOOD FOR THE HUNGRY, INC. CONFLICTS OF INTEREST AND CONFIDENTIALITY POLICY

1. Application: This policy applies to all members of the Board of Directors, Officers of the Corporation and Senior Managers of FHA, Food for the Hungry, Inc. and its affiliates (hereafter individually and/or collectively referred to as “FH”).

2. General Duty. All directors, officers and managers (hereafter individually and/or collectively referred to as “OFFICER or OFFICERS”) have an undivided duty to further FH interests and no other interests, with respect to all matters coming before them and concerning which they deliberate or act on behalf of FH.

3. Duty of Disclosure. Any OFFICER who has a duality of interest (any situation where another interest bears upon the OFFICER’s deliberations, statements, or actions concerning FH business) must disclose such duality of interest to the Board of Directors. Such disclosure shall be in writing and recorded in the minutes of a meeting or in other appropriate FH records. Duality of interest may exist when any of the following is involved: a close relative, a partner or other close business associate, an employer, or a company, corporation, firm, association, or entity in which the OFFICER or his or her close relative has any financial investment or interest which may influence the decision of the said entity or is a member, director, officer, or agent.

4. Duty of Disqualification; Presentation of Information. When any OFFICER has a duality of interest, he/she shall, after disclosure to the Board, disqualify himself/herself from discussion as an OFFICER and disqualify himself/herself from voting with respect to the matter in question. Having done so, the OFFICER may present information concerning such matter at the request of the remaining OFFICERS.

5. Confidentiality. Unauthorized disclosure of any confidential information pertaining to FH affairs is prohibited. Disclosure to any person or persons with whom an OFFICER is affiliated, without express authorization from the Board of Directors, is also a direct violation of this conflicts of interest and confidentiality policy.

6. Business Interests: No employment, investment, or other outside business interest shall be permitted to have any effect upon the OFFICER’s discussions, actions, or votes as an OFFICER.

7. Gifts Gratuities and Entertainment. Acceptance by any OFFICER, or member of his/her family, of gifts, excessive or unusual entertainment or any other favors from outside persons which do business with or seek to do business with FH, or which compete with FH, shall be refused unless it is clear that they are of such a nature as to indicate that they are merely tokens of respect or friendship unrelated to any FH transactions or activity of FH. Such favors shall be of nominal or minor value if they are accepted at all.

8. Transactions with Officers.

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Any proposed transaction between FH and any OFFICER, or a close relative or any others as stated in paragraph 3 above must first be approved by the Board of Directors of FH. The Board shall disapprove of the proposed transaction if it concludes that it may not be fair and reasonable to FH and may also in its discretion disapprove of the proposed transaction if there might be an appearance of, or, a conflict detrimental to FH or for any other reason. When feasible, possible transactions with OFFICERS which are anticipated in any year should be considered by the Board at or near the beginning of that year. Otherwise, any such possible transaction will be considered by the Board in advance as and when it is proposed. Any proposed employment by FH of a former member of the Board of Directors of FH is subject to approval by the Board of Directors which shall disapprove of the proposed employment if the selection criteria for the employed position have not been met by such person or if otherwise not fair or reasonable to FH and may also in its discretion disapprove if there might be an appearance of, or, a conflict detrimental to FH or for any other reason. Board minutes shall reflect appropriate details, including disclosure of the conflict or potential conflict, nonparticipation by the interested officer in deliberations and voting, and the Board's determinations.

Board Resolution: “Two Hungers”:

Whereas, we recognize that it was the original purpose of Food for the Hungry as a Christian relief and development agency to provide food for the body as well as food for the soul and spirit, food for the soul and spirit as well as food for the body, Therefore be it resolved that we re-commit ourselves to endeavor, as God enables, to hold in balance these symbiotic concerns – functionally distinct but inseparable – providing literal food for the physically hungry through programs of relief …. Doing relief wherever possible so that it leads to self-help development…. And doing relief/development so that it leads to specific and biblical evangelism. We instruct the International President via this resolution to keep this composite concern before the staff, and particularly urge him in the area of evangelistic concern to emphasize the need for specific implementation: to be sure our relief and development programs include evangelistic components, to major in the distribution of “spiritual food” (the Word of God, the Bible) along with physical food in our outreach of relief, and to position ourselves wherever possible as the servants of the Church and of the churches around the world. (Reference FHUS 5.1984 Board Minutes) Intellectual Property (IP)

It was noted that title to and interest in all IP developed by FH/US and used by existing NO’s remains the property of the FH/US Board. This IP includes programs, trademarks, copyrights, logos and other related materials. The Board considers that it would be appropriate for this IP to be transformed to the International Board.

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However, the issue is not urgent and no action is being proposed by this Board at this time. (Reference 9.2000 Board Meeting Minutes)

GEO Specific Motions

Motion passed: That we accept the revised job descriptions of each GEO member as presented to the board. (Reference 2.2010 minutes) Motion passed: The title of each of the members of the GEO members be Global Executive Officer and President. (Reference 2.2010 minutes) Motion passed: We adopt the compensation recommendations of HR concerning the GEO salary adjustments. (Reference 2.2010 minutes) Motion passed: The Audit Committee for FHUS is also the audit committee for FH. Motion approved unanimously: The reference to President/CEO of FHUS in paragraph 5.12 of FHUS Bylaws shall be deleted and replaced with “GEO” as it was in all other references to President/CEO in the prior Bylaws. (Reference 2.2010 minutes)

Envision 2020 & Global Reach Initiative

The first full draft of Envision 2020 (FH’s global strategy) was presented to and reviewed by the board. Gary Zander presented Envision 2020. Various recommendations and suggestions were given to the GEO for consideration as the final draft is completed. Motion that FH intentionally become an increasingly global organization including brand, people, resources, countenance, and communication. We ask the GEO to help define the organizational model best to accomplish this goal. Papers from the Global Reach Initiative and the International Council will be presented to the board by the February meeting to frame the way forward. Moved: Larry Jones. Seconded: Jeanie Dassow --Approved Unanimously. Executive Board Committee will work with the GEO to define the GEO’s accountabilities for achievement of the Envision 2020 plan.

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(Reference 9.2011 Board Meeting Minutes)

Reconciled World

MSA: In light of the report provided by the GEO regarding the Reconciled World proposal:

The board requests the GEO to communicate to the six fields known as Reconciled World (RW) that the board is in support of their desire to form a new legal entity.

The board asks the GEO to develop a transition plan for the withdrawal of RW, (1) in which the GEO would explore possible opportunities to facilitate an on-going relationship between FH Association and RW, and (2) that will communicate externally that this releasing of RW is being done to enhance the ministry of RW with the FH-A Board blessing.

The board asks the GEO to find a suitable way for the expression of appreciation and blessing.

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Board Development Committee Concepts

1. Overview of Committee purpose:

To propose to the FH Board 2 or 3 (depending on vacancies) people as recommended candidates for the Board to serve a 3-6 year term.

2. Process:

a. We will determine criteria and priorities for Board competencies and composition.

b. We will develop a list of individual candidate characteristics and

competencies.

c. We will develop a nomination form and provide this to Board members and others to solicit nominations.

d. We will review nominations and measure against our Board criteria and

candidate criteria and prioritize the candidates.

e. We will interview our preferred candidates.

f. We will contact references of our preferred candidates.

g. We will finalize our recommendations and present them to the Board. 3. Board Competencies

Finance Pastoral Conflict management Field experience Consensus builder Process person Future orientation – long term goal orientation

Nominating Committee Concepts

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Present orientation – problem solving skills

Out of the box thinker – opportunity orientation Leadership Legal Marketing expertise Fundraising expertise Church relationships Other NGO relationships

4. Board Composition

Gender (not necessarily balanced) Geography (as we seek a Global countenance) Age (need some youth) Cultural diversity Church background diversity

5. Candidate Character and Competencies

a. Beliefs: must be able to affirm the Apostles Creed b. Spiritual Maturity: should be evidence of the fruits of the Spirit in the

Candidate’s life

c. Must be willing to embrace FH’s purpose and values

d. Achieving, thinking, leadership and personal competencies.

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Board Candidate Proposal Form

August, 2011

I. This Candidate Proposal Form is being submitted by: Name Connection with FH

Mailing Address

Telephone: (home) ________________ (office) _____________________________ (FAX) ___________________________ (cell) _______________________________

II. Candidate information:

Name _____________________________________ Male _____ Female _____

Mailing Address _______________________________________________________ Telephone: (home) ________________ (office) _____________________________ (FAX) ___________________________ (cell) _______________________________

E-mail Address _____________________________ Current Occupation: ______________________________________________

III. In what capacity(s) do you know the Candidate: ____________________________

IV. Would the Candidate be able to affirm the tenets of the Apostles’ Creed?

V. Why are you recommending this Candidate? (please limit it to 350 words or less.

Comment on how you see the fruit of the Spirit evident in this person’s life and any evidence of a commitment to serve the poor.)

Board Nomination Form

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VI. Please evaluate the Candidate in terms of the following criteria: Achieving Competencies: How candidate meets this 1. Alignment with FH:

Willing to fully commit to the purpose, vision and values of FH.

Yes ___ No ____ Not Sure ___

2. Communication: Gives and receives information with clarity, attentiveness, understanding and perception.


3. Conflict resolution: Ensures conflict is resolved with justice and fairness in order to restore healthy relationships.


4. Initiative Style Where on the continuum is the Candidate?

Initiator____________________Follower

5. Objectivity/Subjectivity: Where on the continuum is the Candidate?

Objective_________________Subjective

6. Process orientation: Where on the continuum is the Candidate?

Present_____________________Future Oriented Oriented

Thinking Competencies: How candidate meets this 7. Abstract Abilities: Makes connections between

apparently separate issues, seeing patterns, trends or relationships and then developing mental frameworks to explain and interpret the information.

Low__________________________High

8. Effective judgment: Applies common sense, measured reasoning, knowledge and experience to reach a conclusion

Low__________________________High

9. Independent thinking: Maintains own convictions despite undue influence, opposition or threat.

Low__________________________High

10. Thinking Style: Where on the continuum is the Candidate?

Logical_____________________Abstract Intuitive

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Leadership competencies: How candidate meets this 11. Accountability: Receives open and honest

feedback without personalizing. Yes ___ No ____ Not Sure ___

12. Feedback: Gives open and honest feedback with respect.


13. Interdependence: Works effectively with others, valuing

differences and demonstrating commitment to the group decision or activity


Personal Competencies:

14. Ambiguity tolerance: Where on the continuum is the Candidate?

Low__________________________High

15. Empathy: Show awareness and appreciation of the

feelings, concerns and needs of others.

Low__________________________High

16. Open mindedness: Maintains an open and flexible mind towards new information, thoughts and ideas, welcoming the opportunity to grow in knowledge and understanding

Low__________________________High

17. Personal integrity: Is trustworthy and can be relied on to act and

speak with consistency and honesty


18. Self-awareness: Accurately assesses their own strengths and weaknesses and can manage them successfully

Low__________________________High

19. Self-esteem: Respects and likes him/herself, confident in

his/her self worth and capabilities

Low__________________________High

20. Transparency: Strives to be open and real – not pretending to

be what he/she is not

Low__________________________High

21. Respect: Actively seeks out the views of others and

listens even when they may be very different to own.

Low__________________________High

22. Discernment: Ability to discern between what is unmovable

and what is flexible.

Low__________________________High

Page 27 of 86

1. This Poor Man Cried: Story of Larry Ward by Norman B. Rohrer Tyndale

2. Generous Justice: How God’s Grace Makes Us Just by Timothy Keller

3. Getting Better: Why Global Development Is Succeeding – And How We Can Improve The World Even More by Charles Kenney

4. Discipling Nations: The Power of Truth to Transform Cultures by Darrow Miller

5. Pursuing Justice: The Call to Live & Die for Bigger Things by Ken Wytsma

6. When Helping Hurts: How to Alleviate Poverty without Hurting the Poor and

Yourself by Steve Corbett and Brian Fikkert

Suggested Reading List

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FH US Bylaws

AMENDED AND RESTATED BYLAWS OF

FOOD FOR THE HUNGRY, INC. (the "Corporation", also referred to as "FHUS") A California Nonprofit Public Benefit Corporation

September 15, 2012 ARTICLE I MEMBERS

1.1 OUALIFICATION AND STATUS. The only members of the Corporation shall be those persons serving the Corporation as Directors, who shall be the same in number and identity as the Board of Directors of Food for the Hungry Association (FHA), Geneva, Switzerland. Based upon the foregoing and pursuant to the provisions of the California Nonprofit Public Benefit Corporation Law, the Corporation shall be deemed to be a corporation without members. Accordingly, any action, which, by law, requires a vote of the members, may be taken by the Corporation's Board of Directors. No further references to "members" are included herein.

ARTICLE II

FAITH-BASED ORGANIZATION 2.1 STATEMENT OF FAITH. All activities of the Corporation shall be conducted in conformity with and in furtherance of the following:

(A) Our Vision: God called and we responded until physical and spiritual hungers ended

worldwide.

(B) Our Mission: To walk with churches, leaders and families in overcoming all forms of

human poverty by living in healthy relationship with God and His creation.

(C) Our commitment to Scripture: The Bible, uniquely and fully inspired by the Holy Spirit (2 Timothy 3:16), is the infallible Word of God, a complete and unified witness to God's redemptive acts culminating in the incarnation of the Living Word, the Lord Jesus Christ (John 1:1-5, 14; 5:24, 39).

(D) Our Creed: I believe in God, the Father almighty, Creator of heaven and earth, and in Jesus Christ, his only Son, our Lord, who was conceived by the Holy Spirit, born of the Virgin Mary, suffered under Pontius Pilate, was crucified, died and was buried; he descended into hell (the realm of the dead); on the third day he rose again from the dead; he ascended into heaven, and is seated at the right hand of God the Father almighty; from there he will come to judge the living and the dead. I believe in the Holy Spirit, the holy catholic (universal) Church, the communion of saints, the forgiveness of sins, the resurrection of the body, and life everlasting. Amen

4. Bylaws

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(E) (Italics in parentheses added

(F) Our Ethic: Jesus said (Matthew 22:37 ESV): "You shall love the Lord your God with all your heart and with all your soul and with all your mind. This is the great and first commandment. And a second is like it: You shall love your neighbor as yourself. On these two commandments depend all the law and the prophets." Jesus further said (Matthew 5:17 ESV), "Do not think that I have come to abolish the Law or the Prophets; I have not come to abolish them but to fulfill them."

The Ten Commandments are a succinct, non-exhaustive summary of God 's timeless moral law, fulfilled by Jesus and, though not the basis for our salvation, the foundation for Judea-Christian morality. This brief summary is extracted from and stated more fully in Exodus 20 :1-17 ESV: I am the Lord your God. You shall have no other gods before me. You shall not make for yourself a carved image, or any likeness of anything that is in heaven above, or that is in the earth beneath, or that is in the water under the earth. You shall not bow down to them or serve them; You shall not take the name of the Lord your God in

vain. Remember the Sabbath Day, to keep it holy.

Honor your father and your mother.

You shall not murder.

You shall not commit adultery.

You shall not steal.

You shall not bear false witness.

You shall not covet.

(F) Our Prayer:

Our Father, who art in heaven, hallowed be thy name; thy kingdom come; thy will be done; on earth as it is in heaven. Give us this day our daily bread. And forgive us our trespasses, as we forgive those who trespass against us. And lead us not into temptation; but deliver us from evil. For thine is the kingdom, [and] the power, and the glory, for ever and ever. Amen.

2.2 EMPLOYEES AND VOLUNTEERS. Because of the Corporation's Christian religious purposes as set forth in these Bylaws, and because the Corporation holds steadfastly to the Christian religious belief that each and every employee of the Corporation should minister as a servant of God whose primary

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responsibility is glorifying God and, as such, is an integral part of the Christian mission and ministry of the Corporation, the Corporation shall only employ individuals who: (a) profess a belief in Jesus Christ as personal Savior; (b) subscribe to the Doctrinal Statement of this Corporation; and (c) are active members of a local Christian church. During working and non-working hours, employees of the Corporation, as part of their duties as employees, shall : (i) be ready, willing, and able to participate in chapel or other Christian services held or sponsored by the Corporation (also applies to volunteers); (ii) refrain from statements and conduct that detracts from the biblical standards taught and supported by the Corporation (also applies to volunteers); (iii) be spiritually ready, willing, and able to fulfill such other ministry functions and requirements as may be requested by the Corporation; and (iv) abide by the practices and policies of this Corporation, including without limitation, those that pertain to religious activities, beliefs and practices (also applies to volunteers, except that volunteers who do not embrace the beliefs of the Corporation may, at the sole discretion of the Corporation, be permitted).

ARTICLE III DIRECTORS

3.1 NUMBER AND QUALIFICATIONS. The number of authorized Directors of this

Corporation shall be as determined from time to time by the Board of Directors at their

Annual Meeting (as defined herein) except that the total number of Directors at any

time shall be not more than twenty-one (21), nor reduced to fewer than three (3)

persons. The Board of Directors, by a majority vote, may, between their Annual

Meetings, increase the membership of the Board of Directors within such limits, and by

like vote, appoint qualified persons to fill the vacancies created thereby.

For purposes of this paragraph, the term "employee" shall refer to any person who may

receive compensation from the Corporation for services rendered to it in any capacity

other than as a Director.

3.2 ELECTION AND TERMS OF DIRECTORS. The Directors serving FHUS at the time

of the adoption of these Amended and Restated Bylaws and the years in which such

Directors' terms shall expire, if applicable, shall be stated in the minutes of the February

2010 Board Meeting.

Except as otherwise provided in these Bylaws, the Directors' terms of office shall expire

at the end of the Annual meeting. At each Annual Meeting, the Board of Directors shall

elect Directors to replace the Directors whose terms are due to expire. If any Director

resigns, is removed from office, or refuses to serve on the Board of Directors of FHA or

FHUS for any reason, such Director's status as a member of the Board of Director s shall

automatically terminate.

Commencing on the Annual Meeting date to be held in 20 10, the following shall apply:

(A) Terms. Each Director elected shall hold office for a four (4) year term and until his or her

successor is elected, or until his or her earlier death, resignation or removal;

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(B) Classes. The Board of Directors shall be divided into four (4) classes, the Directors of each class to be elected in the year appropriate to their term. Initial classes shall be determined at and stated in the minutes of the February 2010 Annual Board meeting;

(C) Consecutive years of service. If any Director has served eight (8) or more

consecutive years at the end of his or her term, excluding any time served prior to the

date of the Ammal Meeting held in 2010, he or she shall be absent for one (1) year or

more from the Board, unless otherwise provided by the Board;

(D) Re-election. Following a one (I) year absence, he or she may be reelected to the

Board of Directors;

(E) Absence less than a year. Any absence from the Board for less than one (1) year

shall not be

deemed to satisfy this absence requirement; and

(F) Term expiration. Notwithstanding the foregoing, the eight (8) year limit on the

number of consecutive years a Director may serve shall not be construed to shorten a

person's term as Director prior to the expiration of his or her term.

3.3 QUORUM. Except as otherwise specifically provided herein, a majority of the

authorized number of Directors shall constitute a quorum of the Board for the transaction

of business. Every act or decision done or made by a majority of the Directors present at

a meeting duly held at which a quorum is present shall be the act of the Board of

Directors; provided, however, that in the absence of a quorum, a majority of the

Directors present may adjourn any meeting of the Board of Directors from day to day,

but may not transact any business except the filling of vacancies in the Board of

Directors as hereinafter provided in these Bylaws.

3.4 COMPENSATION. Directors shall not receive any stated or fixed salary for their

services as a Director , but may receive a reasonable allowance for personal services

actually rendered, by resolution passed by a majority vote at any annual, regular or

special meeting of the Board of Directors; provided, however, that nothing herein

contained shall be construed to preclude any Director then serving the Corporation in

any other capacity from receiving compensation therefore or reimbursement for

reasonable expenses incurred in such capacity.

3.5 VACANCIES. A vacancy or vacancies in the Board of Directors shall be deemed to

exist in case of the death, resignation or removal of any Director, or if the authorized

number of Directors is increased, or if the Directors fail at any Annual Meeting to elect

the full number of Directors needed to replace those whose terms were to expire at

such meeting. Any vacancy or vacancies in the Board of Directors may be filled by a

majority vote of the remaining Directors, although less than a quorum, or by the sole

remaining Director, and each Director so chosen shall hold office for the remainder of

his or her predecessor's term or such other term as the Board of Directors may

designate, as the case may be. Any Director elected to fill a vacancy between Annual

Meetings shall hold office for the remainder of the term as designated by the Board at

the time of election. Notwithstanding the foregoing, any Director elected to fill a vacancy

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(whether due to death, resignation, removal, increased number of authorized Directors

or otherwise) may be designated by the Board to be in one of the classes so that the

number of Directors in each class may become as equal as possible.

3.6 REMOVAL. At any meeting of the Board of Directors, by a vote of a majority of the

Directors then in office, any Director may be removed, with or without cause.

3.7 POWERS AND DUTIES. Subject to the limitations of the ARTICLES of Incorporation

and of pertinent restrictions of applicable law, all corporate powers shall be exercised by

or under the authority of, and the business and affairs of FHUS shall be controlled by,

the Board of Directors. Without prejudice to such general powers but subject to the

limitations herein set forth the Board of Directors shall have power:

(A) Officers, agents and employees. To elect and remove at pleasure all the officers,

agents and employees of FHUS, prescribe such duties for them as may not be

inconsistent with law and these Bylaws, fix the terms of their offices and their

compensation, if any, and in their discretion require from them security for faithful

service; and to evaluate annually the members of the GEO as well as conduct its own

self-evaluation and evaluation of board members.

(B) Committees. To appoint committees of the Board as hereinafter provided in these

Bylaws;

(C) Disbursement of funds and properties. To make such disbursements from the

funds and properties of FHUS as are required to fulfill the purposes of this Corporation

and generally to conduct, manage and control the affairs and business of FHUS and to

make such rules and regulations therefore not inconsistent with the laws and these

Bylaws as they may deem appropriate;

(D) Offices, meeting and seals. To fix, from time to time, the office of FHUS, and to

designate from time to time any place or places where meetings of the Directors of

FHUS shall or may be held; to adopt, make and use a corporate seal, and to alter the

form of such seal, from time to time, as in their judgment may seem best;

(E) Bylaws. From time to time or at any time, to adopt, amend or repeal the Bylaws

of the Corporation by a two-thirds majority.

(F) Global Executive Office. To establish a Global Executive Office (GEO). The

purpose of the GEO is to bring together gifted, committed and experienced executive

leaders of FHA and FHUS to co-ordinate and implement the overall work of the two

organizations (as described in ARTICLE 5.8) that requires the special capabilities and

contributions of each organization. When FHUS and FHA act in the coordinated and

unified manner intended by the Directors, they shall be represented as "FH". Duties and

responsibilities not specifically assigned to a particular member of the GEO are the

responsibility of the GEO acting as a whole. The expectation is for the GEO to lead by

consensus. If this is not possible, then the GEO may decide a matter by simple

majority. If a simple majority cannot be achieved, the action or matter will be referred to

the Executive Committee of the Board for resolution.

It is expected that the GEO, relying on the strategic advice, guidance and expertise of the

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International Council (IC) described in ARTICLE 4.8G below, will have primary

responsibility to plan, manage and implement the coordinated efforts of FHA and

FHUS mandated by the Boards of FHA and FHUS.

(G) International Council. To establish an International Council (IC). The duties of the

GEO will include the establishment of the process for nominating an IC to be approved

by the Board. The IC is a cross-section of diverse practitioners, stakeholders, and

disciplines that advances ideas, encourages creative solutions, challenges and

stimulates the ministry with an end-to-end perspective to accomplish the vision and

mission in service of the most vulnerable worldwide. The purpose includes the shaping

of strategy, priority objectives and the culture of FH by fostering relationship throughout

the organization and beyond. Thus, the IC advises the GEO on strategy and

methodology, emphasizes relationships and transformation and walks with the GEO in

caring for each other and the ministry's spiritual heart through prayer , Scripture and the

prompting of God's Spirit.

3.8 MEETINGS OF

DIRECTORS.

(A) Place of Meetings. Notwithstanding any provision hereof to the contrary, any

meeting (whether annual, regular, special or adjourned) of the Board of Directors of the

Corporation may be held at any place within or without the State of California which

has been designated by resolution of the Board of Directors for that purpose.

(B) Annual Meetings . Three stated meetings of the Board of Directors shall be held

each year, with the "Annual Meeting" designated as the meeting in the first meeting of

each calendar year (typically, but not necessarily, held in February). No notice of the

Annual Meeting need be given, provided that the time and place of the Annual Meeting

have been previously designated by resolution of the Board of Directors. The Annual

Meeting shall be called by order of the Chairman of the Board, or the Executive

Committee. Directors whose terms are due to expire shall stand for election at the

Annual Meeting. Officers of the Corporation shall be elected at the Annual Meeting.

(C) Regular Meetings. Regular meetings of the Board of Directors shall be held at the

principal office of the Corporation or at such other place as the Board may designate

by resolution, and may be called by order of the Chairman of the Board, or the

Executive Committee. The Board may also establish by resolution regular intervals for

the holding of regular meetings. No notice whatsoever need be given of any such

regular meeting, provided that the time and place of the regular meeting have been

previously designated by resolution of the Board of Directors.

(D) Special Meetings. Special meetings of the Board of Directors shall be held at the

principal office of the Corporation or at such other place as the Board may designate by

resolution, telephonically, by facsimile, email or other electronic means, and may be

called at any time by order of the Chairman of the Board, or the Executive Committee.

In addition, the Chairman of the Board shall call a special meeting upon receipt of a

written notice submitted by at least a majority of the members of the Board requesting

that a special meeting be called.

(E) Notice of Annual or Regular Meetings. When required, notice of the time and place

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of any annual or regular meeting shall be given by the delivery of at least four (4) days '

written notice by first-class or express mail or at least forty-eight (48) hours’ notice

delivered personally or by telephone, including voice messaging or other system or

technology designed to record or communicate messages, telegraph, facsimile,

electronic mail or other electronic means prior to the date of such meeting.

(F) Notice of Special Meetings. Notice of the time and place of any special meeting of the

Board of Directors shall be given to each Director by the delivery of at least four (4)

days' written notice by first-class or express mail or at least forty-eight (48) hours' notice

delivered personally or by telephone, including voice messaging or other system or

technology designed to record or communicate messages, telegraph, facsimile,

electronic mail or other electronic means prior to the date of such meeting.

(G) Registration of Addresses. Telephone Numbers. Fax Numbers and Electronic Mail

Addresses. Each Director shall register his or her address, telephone number, fax

number and electronic mail address (if applicable) with the Secretary of the Corporation,

and notice of meetings sent or given as herein above provided to such addresses,

telephone numbers , fax numbers and electronic mail addresses shall be deemed validly

noticed. If any Director shall fail to so register his or her address, telephone number, fax

number or electronic mail address, or to notify the Secretary of any change with respect

thereto, notice may be given to such Director at the most recent address, telephone

number, fax number and electronic mail address provided. Such service of notice shall

be entered in the minutes of the Corporation, and said minutes, upon being read and

approved at a subsequent meeting of the Board of Directors, shall be conclusive upon

the question of notice.

(H) Waiver and Consent. The transactions of any meeting of Directors, however called

or noticed, shall be valid as though had at a meeting duly held after regular call and

notice, if a quorum be present, and if either before or after the meeting, each of the

Directors not present signs a written waiver of notice , a consent to the holding of such

meeting or an approval of the minutes thereof

(I) Written Action in Lieu of Meeting. Any action required or permitted to be taken by

the Board may be taken without a meeting, if two-thirds of the members of the Board

shall consent in writing (including facsimile, email or other electronic means) to such

action. Such written consent or consents shall be filed with the minutes of the

proceedings of the Board. Such action by written consent shall have the same force and

effect as the unanimous vote of such Directors.

(J) Telephonic Communication. Members of the Board may participate in a meeting

through use of conference telephone or similar communications equipment, so long as

all members participating in such meeting can hear one another. Participation in a

meeting pursuant to this subdivision constitutes presence in person at such meeting.

(K) Business at a Special or Adjourned Meeting. Any business, which might be

conducted at the Annual Meeting or a regular meeting of the Board of Directors, may be

conducted at a special or at an adjourned and rescheduled meeting of the Board.

ARTICLE IV

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COMMITTEES

4.1 GENERAL PROVISIONS.

(A) Appointment. The Board of Directors, by resolution adopted by a majority of the full

Board, may, provided that a quorum is present, create and appoint such committees of

the Board as it shall deem advisable and with such rights, powers, and authority as it

shall prescribe except as otherwise provided by law. Each such committee shall consist

of two (2) or more Directors. Appointments to the individual committees shall be made

by a majority vote of the Board of Directors. Notwithstanding the foregoing, the Board of

Directors shall appoint an Executive Committee and an Audit Committee each year,

which shall constitute a standing committee of the Board of Directors.

(B) Removal. The Board of Directors, with or without cause, may dissolve any committee

or remove any member thereof at any time. The Board of Directors shall also have the

power to fill vacancies in any committee.

(C) Compensation. Members of any committee shall not be entitled to a stated or fixed

salary for their services as members of the committee but may receive a reasonable

allowance for personal services actually rendered and reimbursement for reasonable

expenses actually incurred, by resolution passed by a majority vote of the Board at any

meeting; provided, however, that nothing contained herein shall preclude any committee

member from serving the Corporation in any other capacity and from receiving

compensation and reimbursement of reasonable expenses for such other services.

(D) Written Action in Lieu of Meeting. Any action required or permitted to be taken by a

committee may be taken without a meeting, if two-thirds members of the committee shal l

consent in writing (including facsimile, email or other electronic means) to such action.

Such written consent or consents shall be filed with the minutes of the proceedings of the

committee. Such action by written consent shall have the same force and effect as any

other vote of such committee.

(E) Telephonic Communication. The members of any committee designated by the Board

of Directors may participate in a meeting of such committee by means of conference

telephone or similar communications equipment by means of which all persons

participating in such meeting can hear each other, and participation in such a meeting

shall constitute presence in person by any such committee member at such meeting.

4.2 EXECUTIVE

COMMITTEE.

(A) Number and Qualifications. The Executive Committee shall be composed of the FHUS Chairman and Vice-Chairman of the Board and the FHA Chairman and Vice-Chairman of the Board and any other Directors appointed by the majority of the Board based upon the recommendation of the above-referenced members of the Executive Committee who serve by designation or by nomination of any Board Member.

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(B) Power of the Executive Committee. The Executive Committee may call such annual, regular or special meetings of the Board of Directors as it shall deem proper. The Executive Committee shall further have and may exercise all the authority of the Board of Directors; p r o v i d e d , however, that the Executive Committee shall not have the authority of the Board of Directors in reference to the following matters:

(1) To approve any action which, pursuant to California Nonprofit Corporation Law,

requires a majority vote of the entire Board of Directors (such action may include but is not limited to, amending or repealing any Articles of Incorporation or other Corporate documents originally approved by the Board and the election or removal of Directors of the Corporation);

(2) The filling of vacancies on the Board, the GEO, the IC or in any committee which has the authority of the Board;

(3) The fixing of compensation of the GEO or of Directors for serving on the Board or on any committee;

(4) The amendment or repeal of bylaws or the adoption of new bylaws; (5) The amendment or repeal of any resolution of the Board which by its express

terms may not be so amended or repealed;

(6) The appointment of committees of the Board or the members thereof; (7) The expenditure of corporate funds to support a nominee for Director after

there are more people nominated for Director than can be elected; and

(8) The approval of any self-dealing transaction except as provided in Section 5233(3)(d) of the California Nonprofit Corporation Law.

Unless otherwise proscribed by the Board, the Executive Committee shall have the right: (i) to approve any expenses which are not incurred in the ordinary course of business, and (ii) to make decisions on financial and other business and operation matters which it deems advisable, provided that such decisions are requested by and have unanimous approval of the GEO. The whole Board shall be notified immediately that the decision has been taken along with the background and rationale. The Executive Committee may pass upon actions proposed by the executive staff of the Corporation which do not require full Board approval, but upon which the executive staff desires action from this Committee. The Executive Committee may initiate such other actions and matters preparatory to bringing them to the attention of the Board of Directors as the Executive Committee shall deem advisable.

(C) Tenure. Each member of the Executive Committee shall continue as a member thereof until the next Annual Meeting, or until his or her earlier resignation, death or removal.

(D) Chairman. The Chairman of the Board of Directors of this Corporation shall serve as the Chairman of the Executive Committee. In his or her absence, the members of the Executive Committee who are present shall appoint one of its members to preside over the meeting.

(E) Procedures and Meetings. Meetings of the Executive Committee shall be called by order of the Chairman or Vice-Chairman of the Executive Committee. The Executive Committee shall otherwise fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall fix. The Executive Committee shall keep regular minutes of its

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meetings, which it shall deliver to the Board of Directors from time to time. The Executive Committee shall appoint one of its members to act as Secretary at meetings of the Executive Committee.

(F) Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members present at any meeting at which there is a quorum shall be required for any action of the Executive Committee.

ARTICLE V

OFFICERS

5.1 NUMBER. The officers of the Board of Directors shall be a Chairman, Vice-Chairman, and a Secretary, each of whom shall be elected by the Board of Directors at its Annual Meeting. No two of these offices may be held concurrently. The Board of Directors will also appoint individuals to serve as members of the GEO as required. The officers of FHUS will be identical to the officers of the Board of Directors including the GEO and a Treasurer/Chief Financial Officer (the Treasurer/Chief Financial Officer need not be a Director of the Corporation) unless otherwise decided by the Board of Directors.

5.2 ELECTIONS AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors at its Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her earlier death, resignation, or removal.

5.3 REMOVAL. Any officer or agent may be removed, with or without cause, by majority vote of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, in and of itself be construed to create any such contract rights.

5.4 VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification, or any other reason, may be filled by the Board of Directors for the unexpired portion of the term.

5.5 COMPENSATION. No salary shall be paid to any of the Corporation's officers acting solely in their capacity as officers.

5.6 CHAIRMAN OF THE BOARD. The Board of Directors shall appoint one of its members as the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and may call meetings of the Executive Committee, the Annual Meeting, regular meetings and special meetings of the Board of Directors . Special meetings of the Board shall be held at such times and places as the Chairman of the Board shall designate. The Chairman of the Board shall serve the Corporation in an advisory capacity and should have such other powers and duties as may from time to time be assigned him or her by the Board of Directors. The Board of Directors may appoint from its members a Vice Chairman of the Board to perform the duties of the Chairman in his or

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her absence, disqualification or inability to serve.

5.7 VICE CHAIRMAN OF THE BOARD. The Board of Directors shall elect from its members a Vice Chairman of the Board as provided in ARTICLE 5.2 of these Bylaws. The Vice Chairman of the Board will perform the duties of the Chairman in his/her absence, disqualification or inability to serve.

5.8 GLOBAL EXECUTIVE OFFICE (GEO). The members of the GEO shall be appointed by the Board of Directors and shall be responsible to the Board for the shared leadership of the entire conduct of the affairs of FHUS. The division of responsibilities among the members of the GEO shall be recommended by the GEO and approved by the Board. Duties and responsibilities of the entire GEO may be fulfilled by the appropriate member of the GEO to whom those duties and responsibilities are assigned by the Board of Directors. The GEO shall keep the Board informed of significant policies, issues, programs, opportunities and problems both present and contemplated. The GEO is in charge of the staff and has power to prescribe duties for each person of staff and to hire and terminate the personnel necessary for the administration of FHUS within the guidelines, policies and budgets approved by the Board. The Board will also stipulate in writing additional powers and authority to be delegated to the GEO. They shall continue in office until the earlier of their death, resignation, retirement, or termination of employment by action of the majority of the Board of Directors with or without cause. The GEO positions are full-time positions and shall be compensated accordingly.

In addition to those specified above, the powers and duties of the GEO shall be:

(A) To generally and actively manage the business, affairs and day-to-day operations of the Corporation, including the investment of the property and assets and the distribution of the income and principal of the Corporation, subject to the advice of the Board of Directors;

(B) With the concurrence of the Chairman of the Board, to call meetings of the Executive Committee, the Annual Meeting, and regular special meetings of the Board of Directors;

(C) To affix the signature of the Corporation to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates, and other papers and instruments in writing that may require the same, and to supervise and control, subject to the advice of the Board of Directors, all of the officers, agents and employees of the Corporation;

(D) To see that all orders and resolutions of the Board of Directors and Executive Committee are carried into effect and to perform such other duties as may from time to time be assigned to him or her by the Board of Directors; and

(E) To perform any and all duties and exercise the powers incident to the GEO, including, without limitation, executing any documents or resolutions of the Corporation.

(F) The GEO shall be invited to and may participate in, without vote, all Annual, Regular

and Special Meetings of the Board of Directors, including telephonic meetings of the whole Board, and shall be copied on all "Written Action(s) in Lieu of a Meeting." During any such meeting the GEO may be excused, in part or whole, by the Board for any session of the meeting deemed to be an "Executive Session" or "In Camera."

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5.9 INTERIM OFFICERS. In case of the absence, disability or death of a member of the

GEO, the Board of Directors shall appoint an Interim GEO member (if necessary), to

perform the duties and exercise the powers of the one absent, disabled or deceased until

that person has recuperated or been permanently replaced by action of the Board of

Directors. When acting for one who is absent according to the stipulations of this

paragraph, the Interim shall have all the powers of, and be subject to all the restrictions

upon, the one who is absent, disabled or deceased. For purposes of this Section, one

may be deemed to be "absent" only upon a determination to that effect by the Chairman

of the Board which is confirmed by the Board of Directors within fourteen ( 14) days after

the date of such determination.

5.10 VICE PRESIDENTS OR EQUIVALENT. The GEO may appoint, subject to the counsel

of the Board of Directors, one or more Vice Presidents or positions that are equivalent to

the position of Vice President, but may be or are designated otherwise (e.g. Chief

Operating Officer, Chief Financial Officer, Regional Director, etc.) as deemed appropriate.

The Vice Presidents (or equivalent) shall have such powers and perform such duties as

may be delegated to them by the GEO.

5.11 SECRETARY. The Board shall elect one of its members to serve as Secretary as

provided in ARTICLE 5.2 of these Bylaws. In the absence of the secretary, the chairman

may appoint a temporary secretary. The Secretary shall keep minutes of all annual,

regular and special meetings of the Board of Directors or the Member's Assembly, and

shall ensure proper maintenance of corporate papers, records and Board correspondence.

The powers and duties of the Secretary shall be:

(A) To attend and keep the minutes of all meetings and proceedings of the Board of Directors;

(B) To see that all notices are duly given in accordance with the provisions of these Bylaws

or as required by law;

(C) To have charge of all the corporate books and records except for such financial

books and records as are the responsibility of the Treasurer/Chief Financial Officers;

(D) To have charge of the seal of the

Corporation;

(E) To see that the seal of the Corporation is affixed to all documents the execution of

which on behalf of the Corporation under its seal is duly authorized;

(F) To keep and maintain a current register of the address, telephone number, telefax

number and electronic mail address (as applicable) of each Director which shall be

furnished to the Corporation and to the Secretary by such Director ; and

(G) To generally perform all of the duties as, from time to time, may be assigned to him

or her by the Board of Directors.

(H) To delegate, subject to the approval of the Board of Directors and the GEO,

responsibility for discharge of any of the duties listed above to the GEO.

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5.12 TREASURER/CHIEF FINANCIAL OFFICER. The Treasurer/Chief Financial Officer shall

(a) be responsible for supervising and monitoring all funds and securities of the Corporation,

(b) oversee the receipt and the giving of receipts for monies due and payable to the

Corporation from any source whatsoever, (c) monitor the deposit of all such monies in the

name of the depositories selected by the Board of Directors from time to time, and (d) in

general perform all the duties incident to the office of Treasurer/Chief Financial Officer and

such other duties as from time to time may be assigned to him or her by the GEO or by the

Board of Directors.

5.13 ASSISTANT SECRETARY AND ASSISTANT TREASURER/CHIEF FINANCIAL

OFFICER. The Board of Directors may appoint one or more Assistant Secretaries and

one or more Assistant Treasurers/Chief Financial Officers to assist the Secretary and the

Treasurer/Chief Financial Officer, respectively, in the performance of their duties.

ARTICLE VI

INDEMNIFICATION

6.1 The Corporation shall indemnify any person who was or is a defendant or

respondent or is threatened to be made a defendant or respondent in any pending,

completed or threatened action, suit or proceeding (whether civil, criminal, administrative

or investigative), arising out of his or her present or (unless terminated or removed for

cause) prior status as a Director or officer of the Corporation, against all liabilities or

expenses (including attorneys' fees) reasonably incurred by him or her in connection with

such action, suit or proceeding to the extent that such indemnification is permitted by

applicable law.

Any expenses incurred by such director, officer, employee or agent in defending any

proceeding may be advanced by the Corporation prior to the final disposition of such

proceeding upon receipt of an undertaking by or on behalf of such director, officer,

employee or agent to repay such amount unless ultimately determined that such person is

entitled by law to be indemnified.

ARTICLE VII AMENDMENTS

7.1 These Bylaws may be amended or repealed, and new and additional Bylaws may be

adopted

from time to time by the Board of Directors in the exercise of the power granted in

ARTICLE III, Section 7, Subdivision (E) of these Bylaws.

ARTICLE VIII

RECEIPT. INVESTMENT AND DISBURSEMENT OF FUNDS 8.1 The Corporation shall receive all monies and/or other properties transferred to it for the

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purposes for which the Corporation was formed (as shown by the Articles of Incorporation). However, nothing contained herein shall require the Board of Directors to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of such money or property is contrary to the expressed purposes of the Corporation as shown by said Articles. 8.2 The Corporation shall hold , manage and disburse any funds or properties received by it from

any source in a manner that is consistent with the expressed purposes of this Corporation. 8.3 No disbursement of Corporation money or property shall be made until it is first approved by the Treasurer/Chief Financial Officer of the Corporation or by the Board of Directors. However, the Board of Directors shall have the authority to appropriate specific sums to fulfill the objects and purposes for which the Corporation was formed and to direct the officers of the Corporation from time to time to make disbursements to implement said appropriations. The restrictions herein contained shall not apply to disbursements made for the purpose of meeting the operating expenses of this Corporation.

8.4 Except as funds are applied to the expenses of the routine operation of this Corporation , no funds or property of this Corporation shall be disbursed unless adequate and full consideration is received therefore or unless, pursuant to Section 3, of this ARTICLE, such funds or property are distributed to payees for the specific purposes of which the Corporation was formed.

ARTICLE IX

MISCELLANEOUS PROVISIONS 9.1 INSTRUMENTS IN WRITING. All checks, drafts, demands for money and notes of the Corporation, and all written contracts of the Corporation shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time designate by resolution. No officer, agent or employee of the Corporation shall have power to bind the Corporation by contract or otherwise unless authorized to do so by the Board of Directors.

CERTIFICATION

I, Jay Choi, the duly elected, qualified and acting Secretary of the Board of Directors of FOOD FOR THE HUNGRY, INC., a California nonprofit public benefit corporation, do hereby certify that the foregoing is a true and correct copy of the Amended and Restated Bylaws of this Corporation, duly and regularly adopted by the Board of Directors of said Corporation at its meeting held in Washington, DC on the 15th day of September 2012.

IN WITNESS WHEREOF, I hereunto set my hand this 15th day of September 2012.

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Jay Choi, Secretary

Larry Jones, Chairman

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FHA Bylaws

B Y L A W S

September 10th, 2011

************

of the

FH Association

Geneva, Switzerland

ARTICLE 1

THE ASSOCIATION

1.1 ESTABLISHMENT. On the 23rd day of November 2006, under the name of

FH Association, there was established in Geneva, Switzerland, an association to be entered into the Commercial Registry. It is organized corporately and governed by these Bylaws, as amended 15 February 2010, and art. 60 seq. of the Swiss Civil Code.

1.2 NON-PROFIT. FH Association (hereinafter, “FHA”) does not contemplate

pecuniary gain to the Members thereof nor to any other person. No Member shall have any proprietary or profit therein. FHA shall not issue any stock. No member or director shall be subject to any liability of FHA, except for required annual dues (if any) with liability limited to the amount of said dues.

1.3 PURPOSE. FHA is an organization motivated by Christian values that seeks

to minister holistically to people in need. FHA shall have as its purpose the responsibility to end spiritual and physical hungers worldwide. FHA is affiliated with an international coalition of non-government organizations which have operated since 1971 under the auspices of Food for the Hungry, Inc. (hereafter FHUS), a United States Corporation, or Food for the Hungry International, a Swiss Association. FHA cherishes the heritage of these “Food for the Hungry” organizations and celebrates the legacy of “Food for the Hungry” workers who have served in the most difficult places all over the world. To accomplish its purpose, FHA will:

a) Serve as an advocacy organization for the poor and disenfranchised. In this aspect of its operations, FHA will: use its influence and its public platforms to affirm the dignity of the poor and our solidarity with needy and disenfranchised people in all cultures; promote improved stewardship of human, financial, and natural resources at all levels of society; encourage greater respect for and protection of the global environment; sponsor research efforts aimed at reducing the instances of hunger, malnutrition and communicable diseases; promote

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improved sanitation, health education, disease prevention, AIDS awareness and prevention; implement strategies to increase access to clean water and sanitation facilities, and to broaden access to health care among the poor and disenfranchised; further the global understanding of the problems of the needy and destitute by providing the public with information, by sponsoring education projects and by mobilizing long-term and short-term staff, interns and volunteers to serve firsthand among needy people worldwide; and assist other charitable non-profit organizations engaged in holistic relief and development; reduce the instances of suffering unique to women and children with special care focused on widows and orphans; and enhance the long-term potential of the emerging generation through child sponsorship programs and by providing scholarships for vocational training, and education both formal and informal.

b) Serve as an organization committed to holistic community transformation. In this aspect of its operations, FHA will: promote spiritual transformation through an understanding of a biblical worldview and the dynamics of Christian living among families, community leaders and churches;

c) Serve as a humanitarian aid organization. In this aspect of its operations, FHA will: provide food supplies and relief goods and services to the needy and destitute whenever possible throughout the whole world; provide emergency humanitarian aid and disaster relief to communities suffering from war, natural disasters, epidemic outbreaks or famine; and procure and distribute donated food commodities and relief goods;

d) Serve as a sending organization. In this aspect of its operations, FHA will: send people to share Christ’s love and express the heart of God for the poor; mobilize staff, teams and volunteers to serve firsthand among needy people worldwide and promote activities that encourage and invest in people to gain firsthand knowledge and direct experience in developing countries and communities;

e) Serve as an economic development organization. In this aspect of its operations, FHA will: engage in agricultural development projects in order to increase food supplies at a local level; initiate economic assistance programs designed to help the needy become self-supporting; and invest in micro-enterprise projects among the poor;

f) Serve as a learning and educational organization. In this aspect of its operations, FHA will: implement educational programs that seek to develop its staff, volunteers and other stake holders; advise other organizations and bodies that seek to serve the poor; provide opportunities for churches and their leaders to be developed as they continually grow in their commitment and expertise in serving the poor.

g) Serve as an administrative support agency assisting and representing the world’s poorest peoples. In this aspect of its organization, FHA will: conduct all operational activities directly or indirectly related to the principal purpose; undertake all lending, borrowing, and financial operations necessary to achieve

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our purpose; receive and own property related to the primary purpose of FHA; interface with local, regional, national, and international governments as required to facilitate FHA’s global operations.

1.4 SEAT. The seat of FHA is situated in the Canton of Geneva, Switzerland.

The physical address and/or postal address of FHA may be decided or changed by the Members’ Assembly.

ARTICLE 2

MEMBERS

2.1 COMPOSITION. FHA is composed of Members who are the same in number and identity as the members of the Board of Directors of FHA and the Board of Directors of FHUS. Board of Director meetings shall also serve as meetings of the Members unless otherwise provided.

2.2 TERMS OF OFFICE. Each Member of FHA shall serve concurrently with his or her term as a Member of the Board of Directors as provided in ARTICLE 4.2 of these Bylaws and as a Member of the Board of Directors of FHUS.

2.3 MEETINGS – MEMBERS ASSEMBLY. The Members of FHA have one regular meeting each year which shall be held at the same time and place as the Annual Meeting as defined in ARTICLE 4.8b of these Bylaws. A special session of the Members may be called by the Chairman of the Association or by one-fifth of the Members petitioning for such a session. Notice of the time and place of any special session of the Members shall be given to each Member in the same manner as notice of a special meeting of the Board of Directors as provided in ARTICLE 4.8d of these Bylaws.

2.4 QUORUM. Unless otherwise provided herein a Quorum for the Members’ Assembly shall be deemed to be present when a majority of the voting Members are in attendance.

2.5 PRESIDING OFFICER. The Chairman of the FHA Board, or in his or her absence the Vice-Chairman, shall preside over Members’ Assemblies. In the absence of both the Chairman and the Vice-Chairman, the Members present shall elect a temporary Chairman for the meeting. 2.6 VOTING. Each Member of FHA shall be entitled to one vote except the members of the Global Executive Office (GEO) described in ARTICLE 4.7f who shall be non-voting Members. Voting by proxy shall not be admissible unless authorized by the Members’

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Assembly. Voting decisions shall be by a simple majority, except as provided for under ARTICLES 8.1 and 8.2 and the vote of the Chairman shall prevail in the case of a tie. Elections shall be carried out by nomination and general voting. A second vote shall be held provided it is requested by at least one-fifth of the Members present. 2.7 POWERS AND DUTIES. Powers of the Members of FHA shall always be exercised through a Members’ Assembly (i.e. through the regular annual meeting or a special session of the Members). The powers and duties of the Members’ Assembly shall be those described in the present Bylaws including the following:

a) Election and change of the Auditor;

b) Election and removal of the Directors (Board Members);

c) Decision on the authority of signatories of the Board Members (i.e. Joint, Individual or other) as provided in Article 7.4;

d) Acceptance and Removal of Members, which will need to be compliant with section 1 of the present article.

e) Approval of FHA’s Annual Report (which will include the Auditor’s report and the annual Board of Directors’ report);

f) Yearly determination of the dues (if any) by Members; g) Ratification of Board Actions; h) Modification of the Bylaws; and i) Dissolution and Liquidation of FHA, if necessary.

2.8 AUDITOR. The Members’ Assembly shall elect a qualified Auditor, who may be an individual or company and is eligible for any number of terms. The Auditor shall have the right at any time to exercise his or her verifications. He shall present a report annually to the Members of FHA and may make recommendations as he sees appropriate. The Members’ Assembly may revoke at any time the mandate of an appointed auditor and elect a new qualified auditor to replace the removed auditor. 2.9 ELECTION OF DIRECTORS. The Members’ Assembly shall elect new Directors by majority vote to replace the retiring Directors whose terms are due to expire according to the provisions of ARTICLE 4.2. If any Director resigns, is removed from the Board, or dies before fulfilling a complete term of service, such Director's status as a member of the Board of Directors shall automatically terminate.

2.10 REMOVAL OF DIRECTORS. At any Members’ Assembly, by a vote of a majority of the Members, any Director may be removed, with or without cause.

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2.11 ACCEPTANCE AND REMOVAL OF MEMBERS. The Members’ Assembly will accept as new Member any person having been elected as Director by said Assembly. The Members’ Assembly may pronounce the exclusion of a Member, with or without cause, provided that section 1 of the present article is at all times respected. 2.12 DUES. The Members’ Assembly will determine each year the amount of the Dues to be paid by Members for the following year (if any). Each Member shall pay the Dues thus decided.

ARTICLE 3

AFFILIATIONS

3.1 SERVICE AND/OR SUPPORT ORGANISATIONS. FHA may be linked to formally recognized affiliate groups made up of separate entities to be identified as Service and/or Support Organizations. These Service and/or Support Organizations exist in part to provide operational capacity, funding, staff, and volunteer workers to aid in fulfilling FHA’s purposes. Formal recognition of a Service and/or Support Organization requires the acknowledgement of a majority of the Board of Directors noted in the minutes of any annual, regular, or special meeting convened in compliance with ARTICLE 4.8d of these Bylaws. 3.2 ASSISTANCE GROUPS. The Board of Directors may authorize the Chairman and GEO, together or separately, to establish new or to associate with existing advisory committees, commissions, internal or external assistance groups, and/or legal entities including but not limited to corporation or foundation required to enhance and advance the work of FHA. 3.3 AFFILIATION GOVERNANCE. Relations between FHA, the Service and/or Support Organizations, and various Assistance Groups shall be governed by these Bylaws and by mutually adopted written supplemental agreements, referred to as the International Covenant, Memoranda of Understanding, or similar references which might become successors thereto. These Bylaws shall take precedence in governing FHA in relationship with Service and/or Support Organizations and Assistance Groups should the elements of any supplemental agreement be found to be in any part at odds with this document.

ARTICLE 4

BOARD OF DIRECTORS

4.1 NUMBER AND QUALIFICATIONS. The number of authorized Directors of this Association shall be as determined from time to time by the Board of Directors at their Annual Meeting (as defined herein) except that the total number of Directors at any time shall be not more than twenty-one (21), nor reduced to fewer than three (3) persons.

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The Board of Directors, by a majority vote, may, between their Annual Meetings, increase the membership of the Board of Directors within such limits, and by like vote, appoint qualified persons to fill the vacancies created thereby. The individual(s) then serving as members of the GEO shall each be one of the Directors of this Association with “voice” but no vote. With the exception of the members of the GEO, no employees of FHA or FHUS shall serve on the Board of Directors, For purposes of this paragraph, the term “employee” shall refer to any person who may receive regular, ongoing compensation (except as specified in Article 4.4) from FHA or FHUS for services rendered in any capacity other than as a Director. 4.2 ELECTION AND TERMS OF DIRECTORS. The Directors serving FHA at the time of the adoption of these Amended and Restated Bylaws and the years in which such Directors’ terms shall expire, if applicable, shall be stated in the minutes of the February 2010 Board meeting. Except as otherwise provided in these Bylaws, the Directors’ terms of office shall expire at the end of the Annual meeting. At each Annual Meeting, the Board of Directors shall elect Directors to replace the Directors whose terms are due to expire. If any Director resigns, is removed from office, or refuses to serve on the Board of Directors of FHA or FHUS for any reason, such Director’s status as a member of the Board of Directors shall automatically terminate. Commencing with the Annual Meeting date to be held in 2010, the following shall apply:

a) Terms. Each Director elected shall hold office for a four (4) year term and until his or her successor is elected, or until his or her earlier death, resignation or removal;

b) Classes. With the exception of the members of the GEO who shall serve, “ex-officio,” as Board members of this Association at all times during their tenure in such offices, the Board of Directors shall be divided into four (4) classes, the Directors of each class to be elected in the year appropriate to their term. Initial classes shall be determined at and stated in the minutes of the February 2010 Annual Board meeting; c) Consecutive years of service. If any Director has served eight (8) or more consecutive years at the end of his or her term, excluding any time served prior to the date of the Annual Meeting held in 2010, he or she shall be absent for one (1) year or more from the Board, unless otherwise provided by the Board;

d) Re-election. Following a one (1) year absence, he or she may be reelected to the Board of Directors;

e) Absence less than a year. Any absence from the Board for less than one (1) year shall not be deemed to satisfy this absence requirement; and

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f) Term expiration. Notwithstanding the foregoing, the eight (8) year limit on the number of consecutive years a Director may serve shall not be construed to shorten a person’s term as Director prior to the expiration of his or her term.

4.3 QUORUM. Except as otherwise specifically provided herein, a majority of the authorized number of Directors shall constitute a quorum of the Board for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors; provided, however, that in the absence of a quorum, a majority of the Directors present may adjourn any meeting of the Board of Directors from day to day, but may not transact any business except the filling of vacancies in the Board of Directors as hereinafter provided in these Bylaws. 4.4 COMPENSATION. Directors shall not receive any stated or fixed salary for their services as a Director, but may receive a reasonable allowance for personal services actually rendered, by resolution passed by a majority vote at any annual, regular or special meeting of the Board of Directors; provided, however, that nothing herein contained shall be construed to preclude any Director then serving FHA in any other capacity from receiving compensation therefore or reimbursement for reasonable expenses incurred in such capacity. 4.5 VACANCIES. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors is increased, or if the Directors fail at any Annual Meeting to elect the full number of Directors needed to replace those whose terms were to expire at such meeting. Any vacancy or vacancies in the Board of Directors may be filled by a majority vote of the remaining Directors, although less than a quorum, or by the sole remaining Director, and each Director so chosen shall hold office for the remainder of his or her predecessor’s term or such other term as the Board of Directors may designate, as the case may be. Any Director elected to fill a vacancy between Annual Meetings shall hold office for the remainder of the term as designated by the Board at the time of election. Notwithstanding the foregoing, any Director elected to fill a vacancy (whether due to death, resignation, removal, increased number of authorized Directors or otherwise) may be designated by the Board to be in one of the classes so that the number of Directors in each class may become as equal as possible. 4.6 REMOVAL. At any meeting of the Board of Directors, by a vote of a majority of the Directors then in office, any Director may be removed, with or without cause. 4.7 POWERS AND DUTIES. Subject to the pertinent restrictions of applicable law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of FHA shall be controlled by, the Board of Directors. Without prejudice to such general powers but subject to the limitations herein set forth the Board of Directors shall have power:

a) Officers, agents and employees. To elect and remove at pleasure all the officers, agents and employees of FHA, prescribe such duties for them as may

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not be inconsistent with law and these Bylaws, fix the terms of their offices and their compensation, if any, and in their discretion require from them security for faithful service; and to evaluate annually the members of the GEO as well as conduct its own self-evaluation and evaluation of board members.

b) Committees. To appoint committees of the Board as hereinafter provided in these Bylaws; c) Disbursement of funds and properties. To make such disbursements from the funds and properties of FHA as are required to fulfill the purposes of this Association and generally to conduct, manage and control the affairs and business of FHA and to make such rules and regulations therefore not inconsistent with the laws and these Bylaws as they may deem appropriate;

d) Offices, meeting and seals. To fix, from time to time, the office of FHA, and to designate from time to time any place or places where meetings of the Directors of FHA shall or may be held; to adopt, make and use a corporate seal, and to alter the form of such seal, from time to time, as in their judgment may seem best;

e) Bylaws. From time to time or at any time, to adopt, amend or repeal the Bylaws of FHA. f) Global Executive Office. To establish a Global Executive Office (GEO). The purpose of the GEO is to bring together gifted, committed and experienced executive leaders of FHA and FHUS to co-ordinate and implement the overall work of the two organizations (as described in ARTICLES 1:3 and 6.8) that requires the special capabilities and contributions of each organization. When FHUS and FHA act in the coordinated and unified manner intended by the Directors, they shall be represented as “FH.” The duties and responsibilities of the GEO are stipulated in ARTICLE 6.8. Duties and responsibilities not specifically assigned to a particular member of the GEO are the responsibility of the GEO acting as a whole. The expectation is for the GEO to lead by consensus. If this is not possible, then the GEO may decide a matter by simple majority. If a simple majority cannot be achieved, the action or matter will be referred to the Executive Committee of the Board for resolution. It is expected that the GEO, relying on the strategic advice, guidance and expertise of the International Council (IC) described in ARTICLE 4.8g below, will have primary responsibility to plan, manage and implement the coordinated efforts of FHA and FHUS mandated by the Boards of FHA and FHUS.

g) International Council. To establish an International Council (IC). The duties of the GEO will include the establishment of the process for nominating an IC to be approved by the Board. The IC is a cross-section of diverse practitioners, stakeholders and disciplines that advances ideas, encourages creative solutions, challenges and stimulates the ministry with an end-to-end perspective to accomplish the vision and mission in service of the most vulnerable worldwide. The purpose includes the shaping of strategy, priority objectives and

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the culture of FH by fostering relationships throughout the organization and beyond. Thus, the IC advises the GEO on strategy and methodology, emphasizes relationships and transformation and walks with the GEO in caring for each other and the ministry’s spiritual heart through prayer, Scripture and the prompting of God’s Spirit.

4.8 MEETINGS OF DIRECTORS.

a) Place of Meetings. Notwithstanding any provision hereof to the contrary, any meeting (whether annual, regular, special or adjourned) of the Board of Directors of FHA may be held at any place that has been designated by resolution of the Board of Directors for that purpose.

b) Annual Meetings. Three stated meetings of the Board of Directors shall be held each year, with the “Annual Meeting” designated as the first meeting of each calendar year (typically, but not necessarily, held in February). No notice of the Annual Meeting need be given, provided that the time and place of the Annual Meeting have been previously designated by resolution of the Board of Directors. The Annual Meeting shall be called by order of the Chairman of the Board, the GEO or the Executive Committee. Directors whose terms are due to expire shall stand for election at the Annual Meeting. Officers of FHA shall be elected at the Annual Meeting.

c) Regular Meetings. Regular meetings of the Board of Directors may be called by order of the Chairman of the Board, the GEO or the Executive Committee. The Board may also establish by resolution regular intervals for the holding of regular meetings. No notice whatsoever need be given of any such regular meeting, provided that the time and place of the regular meeting have been previously designated by resolution of the Board of Directors.

d) Special Meetings. Special meetings of the Board of Directors shall be held at the principal office of FHA or at such other place as the Board may designate by resolution, telephonically, by facsimile, email or other electronic means, and may be called at any time by order of the Chairman of the Board, the GEO or the Executive Committee. In addition, the Chairman of the Board shall call a special meeting upon receipt of a written notice submitted by at least one fifth of the members of the Board requesting that a special meeting be called.

e) Notice of Annual or Regular Meetings. When required, notice of the time and place of any annual or regular meeting shall be given by the delivery of at least four (4) days’ written notice by first-class or express mail or at least forty-eight (48) hours’ notice delivered personally or by telephone, including voice messaging or other system or technology designed to record or communicate messages, telegraph, facsimile, electronic mail or other electronic means prior to the date of such meeting.

f) Notice of Special Meetings. Notice of the time and place of any special meeting of the Board of Directors shall be given to each Director by the delivery of at least four (4) days’ written notice by first-class or express mail or at least forty-eight (48) hours’ notice delivered personally or by telephone, including voice

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messaging or other system or technology designed to record or communicate messages, telegraph, facsimile, electronic mail or other electronic means prior to the date of such meeting.

g) Registration of Addresses. Telephone Numbers. Fax Numbers and Electronic Mail Addresses. Each Director shall register his or her address, telephone number, fax number and electronic mail address (if applicable) with the Secretary of FHA, and notice of meetings sent or given as herein above provided to such addresses, telephone numbers, fax numbers and electronic mail addresses shall be deemed validly noticed. If any Director shall fail to so register his or her address, telephone number, fax number or electronic mail address, or to notify the Secretary of any change with respect thereto, notice may be given to such Director at the most recent address, telephone number, fax number and electronic mail address provided. Such service of notice shall be entered in the minutes of FHA, and said minutes, upon being read and approved at a subsequent meeting of the Board of Directors, shall be conclusive upon the question of notice.

h) Waiver and Consent. The transactions of any meeting of Directors, however called or noticed, shall be valid as though taken at a meeting duly held after regular call and notice, if a quorum be present, and if either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to the holding of such meeting or an approval of the minutes thereof

i) Written Action in Lieu of Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing (including facsimile, email or other electronic means) to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

j) Telephonic Communication. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this subdivision constitutes presence in person at such meeting.

k) Business at a Special or Adjourned Meeting. Any business, which might be conducted at the Annual Meeting or a regular meeting of the Board of Directors, may be conducted at a special or at an adjourned and rescheduled meeting of the Board.

ARTICLE 5

COMMITTEES

5.1 GENERAL PROVISIONS.

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a) Appointment. The Board of Directors, by resolution adopted by a majority of the full Board, may, provided that a quorum is present, create and appoint such committees of the Board as it shall deem advisable and with such rights, powers, and authority as it shall prescribe except as otherwise provided by law. Each such committee shall consist of two (2) or more Directors. Appointments to the individual committees shall be made by a majority vote of the Board of Directors. Notwithstanding the foregoing, the Board of Directors shall appoint an Executive Committee and an Audit Committee each year, which shall constitute standing committees of the Board of Directors.

b) Removal. The Board of Directors, with or without cause, may dissolve any committee or remove any member thereof at any time. The Board of Directors shall also have the power to fill vacancies in any committee.

c) Compensation. Members of any committee shall not be entitled to a stated or fixed salary for their services as members of the committee but may receive a reasonable allowance for personal services actually rendered and reimbursement for reasonable expenses actually incurred, by resolution passed by a majority vote of the Board at any meeting; provided, however, that nothing contained herein shall preclude any committee member from serving the Association in any other capacity and from receiving compensation and reimbursement of reasonable expenses for such other services.

d) Written Action in Lieu of Meeting. Any action required or permitted to be taken by a committee may be taken without a meeting, if all members of the committee shall individually or collectively consent in writing (including facsimile, email or other electronic means) to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the committee. Such action by written consent shall have the same force and effect as the unanimous vote of such committee.

e) Telephonic Communication. The members of any committee designated by the Board of Directors may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in such a meeting shall constitute presence in person by any such committee member at such meeting.

5.2 EXECUTIVE COMMITTEE.

a) Number and Qualifications. The Executive Committee shall be composed of the FH Chairman and Vice-Chairman of the Board and the FHUS Chairman and Vice-Chairman of the Board and any other Directors appointed by the majority of the Board based upon the recommendation of the above-referenced members of the Executive Committee who serve by designation or by nomination of any Board member.

b) Power of the Executive Committee. The Executive Committee may call such

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annual, regular or special meetings of the Board of Directors as it shall deem proper. The Executive Committee shall further have and may exercise all the authority of the Board of Directors; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to the following matters:

(1) To approve any action which requires a majority vote of the entire Board

of Directors (such action may include but is not limited to, amending or repealing any Corporate documents originally approved by the Board, and the election or removal of Directors of FHA);

(2) The filling of vacancies on the Board, the GEO, the IC or in any committee

which has the authority of the Board; (3) The fixing of compensation or employment contracts of the GEO or any

compensation of Directors permitted by ARTICLE 4.4.

(4) The amendment or repeal of Bylaws or the adoption of new Bylaws;

(5) The amendment or repeal of any resolution of the Board which by its express terms may not be so amended or repealed

(6) The appointment of committees of the Board or the members thereof;

(7) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

Unless otherwise proscribed by the Board, the Executive Committee shall have the right: (i) to approve any expenses which are not incurred in the ordinary course of business, and (ii) to make decisions on financial and other business and operation matters which it deems advisable. The Executive Committee may pass upon actions proposed by the GEO which do not require full Board approval, but upon which the GEO desires action from this Committee. The Executive Committee may initiate such other actions and matters preparatory to bringing them to the attention of the Board of Directors as the Executive Committee shall deem advisable.

c) Tenure. Each member of the Executive Committee shall continue as a member thereof until the next Annual Meeting, or until his or her earlier resignation, death or removal.

d) Chairman. The Chairman of the Board of Directors of FHA shall serve as the Chairman of the Executive Committee. In his or her absence, the members of the Executive Committee who are present shall appoint one of its members to preside over the meeting.

e) Procedures and Meetings. Meetings of the Executive Committee shall be called by order of the Chairman of the Executive Committee. The Executive

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Committee shall otherwise fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall fix. The Executive Committee shall keep regular minutes of its meetings, which it shall deliver to the Board of Directors after each meeting. The Executive Committee shall appoint one of its members to act as Secretary at meetings of the Executive Committee.

f) Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members present at any meeting at which there is a quorum shall be required for any action of the Executive Committee.

ARTICLE 6

OFFICERS

6.1 NUMBER. The officers of the Board of Directors shall be a Chairman, Vice- Chairman, and a Secretary, each of whom shall be elected by the Board of Directors at its Annual Meeting. No two of these offices may be held concurrently. The Board of Directors will also appoint individuals to serve as members of the GEO as required. The officers of FHUS will be identical to the officers of the Board of Directors including the GEO and a Treasurer/Chief Financial Officer (the Treasurer/Chief Financial Officer need not be a Director of the Association) unless otherwise decided by the Board of Directors.

6.2 ELECTION AND TERM OF OFFICE. The officers of the Board of Directors shall be elected by a majority vote of the Board of Directors at its Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her term expires as a Board Member or his or her earlier death, resignation, or removal occurs. 6.3 REMOVAL. Any officer may be removed, with or without cause, and without removal from the Board of Directors, by majority vote of the Board of Directors. Election or appointment of an officer shall not, in and of itself, be construed to create any such contract rights. 6.4 VACANCIES. A vacancy in any office because of death, resignation, removal, or any other reason, may be filled by the Board of Directors for the unexpired portion of the term. 6.5 COMPENSATION. No salary shall be paid to any of the officers acting solely in their capacity as officers. 6.6 CHAIRMAN OF THE BOARD. The Board shall elect one of its members as the Chairman of the Board as provided in ARTICLE 6.2 of these Bylaws, for a certain term which shall not be longer than the term of office of the elected Board Member. The

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Chairman of the Board shall preside over all meetings of the Member’s Assembly and the Board of Directors, and shall perform such other functions as the Board may direct. The Chairman of the Board and/or the GEO may call the Annual Meeting, regular meetings and special meetings of the Board or the Member’s Assembly. Special Meetings shall be held at such times and places as the Chairman of the Board shall designate.

6.7 VICE CHAIRMAN OF THE BOARD. The Board of Directors shall elect from its members a Vice Chairman of the Board as provided in ARTICLE 6.2 of these Bylaws. The Vice Chairman of the Board will perform the duties of the Chairman in his/her absence, disqualification or inability to serve.

6.8 GLOBAL EXECUTIVE OFFICE (GEO). The members of the GEO shall be appointed by the Board of Directors and shall be responsible to the Board for the shared leadership of and the entire conduct of FHA’s affairs. The division of responsibilities among the members of the GEO shall be recommended by the GEO and approved by the Board. Duties and responsibilities of the entire GEO may be fulfilled by the appropriate member of the GEO to whom those duties and responsibilities are assigned by the Board of Directors. The GEO shall keep the Board informed of significant policies, issues, programs, opportunities and problems both present and contemplated. The GEO is in charge of the staff and has power to prescribe duties for each person on staff and to hire and terminate the personnel necessary for the administration of FHA within the guidelines, policies and budgets approved by the Board. The Board will also stipulate in writing additional powers and authority to be delegated to the GEO. The members of the GEO need not be members of the Board prior to their appointment. Upon such appointment however, the members of the GEO will become non-voting members of FHA and of the Board of Directors with full rights and privileges, excluding the right to vote, by virtue of their employment in this role. The members of the GEO shall continue as Directors and members of FHA for the full term of their employment and shall be exempt from the term limits otherwise imposed on Directors as provided in ARTICLE 4.2 of these Bylaws. They shall continue in office until the earlier of their death, resignation, retirement, or termination of employment by action of a majority of the Board of Directors with or without cause. The GEO positions are full-time positions and shall be compensated accordingly. 6.9 INTERIM OFFICERS. In case of the absence, disability or death of a member of the GEO, the Board of Directors shall appoint an Interim GEO member (if necessary), to perform the duties and exercise the powers of the one absent, disabled or deceased until that person has recuperated or been permanently replaced by action of the Board of Directors. When acting for one who is absent according to the stipulations of this paragraph, the Interim shall have all the powers of, and be subject to all of the restrictions upon, the one who is absent, disabled or deceased. For purposes of this Section, one may be deemed to be "absent" only upon a determination to that effect by the Chairman of the Board which is confirmed by the Board of Directors within fourteen (14) days after the date of such determination. 6.10 VICE PRESIDENTS OR EQUIVALENT. The GEO may appoint, subject to the counsel of the Board of Directors, one or more Vice Presidents or positions that are

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equivalent to the position of Vice President, but may be or are designated otherwise (e.g. Chief Operating Officer, Chief Financial Officer, Regional Director, etc.) as deemed appropriate. The Vice Presidents (or equivalent) shall have such powers and perform such duties as may be delegated to them by the GEO.

6.11 SECRETARY. The Board shall elect one of its members to serve as Secretary as provided in ARTICLE 6.2 of these Bylaws. In the absence of the secretary, the chairman may appoint a temporary secretary. The Secretary shall keep minutes of all annual, regular and special meetings of the Board of Directors or the Member’s Assembly, and shall ensure proper maintenance of corporate papers, records and Board correspondence.

ARTICLE 7

FINANCE

7.1 SOURCE. The financial means of FHA shall include but not be limited to the following:

a) Grants, gifts and legacies;

b) Fees paid for professional services rendered under contracts; and c) Contributions. Contributions from individuals, foundations, Service and/or Support Organizations, Assistance Groups or government agencies. Contributions may be in the form of cash grants or gifts in kind for programs, projects, administration or other purposes, administrative or other fees and contractual obligations. d) Dues. Dues paid by Members as provided under Article 2.12

7.2 FUNDS. FHA shall hold, manage and disburse any funds or properties received by it from any source in a manner which is consistent with its expressed purposes. 7.3 FISCAL YEAR. The fiscal year shall be the twelve (12) month period beginning October 1 and ending September 30.

7.4. SIGNATORY POWERS. The Members’ Assembly shall determine the persons having the power to sign documents on behalf of FHA and shall establish the type of signatory powers which may be exercised.

ARTICLE 8

MODIFICATIONS

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8.1 AMENDMENT OF THE BYLAWS. The Member’s Assembly shall have sole competence to amend these Bylaws. The Board of Directors may at any time submit to the Member’s Assembly propositions for total or partial amendment of the Bylaws. The text of any such amendments shall be disclosed to the Member’s Assembly as part of the Notice of their meeting. If any Service and/or Support Organization or Assistance Group as defined in Article 3.3 of these Bylaws is determined to have contributed more than fifty percent (50%) of the total amount of cash contributions (as defined in Article 5.2.b of these Bylaws) reflected in the un-audited financial statements for the end of the previous fiscal year of the Association’s activities, the Board of Directors of that Service and/or Support Organization or Assistance Group shall also be informed in advance of any vote on a proposed amendment and requested to comment on the proposed amendment prior to any action on a proposed amendment by the Association Members. For a proposed amendment of the Bylaws to be adopted, it shall have passed by a two-thirds majority of the Members present. 8.2 LIQUIDATION AND MERGER. Dissolution, liquidation and merger of FHA may be decided only by a special meeting of the Members of FHA convened for that purpose. In order to be valid, the decision of liquidation or merger must be taken by a three-fourths majority of the Members present and constituting a quorum as defined in Article 2.4 of these Bylaws. In case of dissolution, liquidation and/or merger having an effect on the name/status of FHA, the new status shall be duly announced to the Register of Commerce of Geneva. 8.3 ASSOCIATION ASSETS. In the event of a dissolution of FHA, the available assets shall be entirely attributed to an entity of public interest pursuing similar goals and benefiting from a tax exemption. In no event the assets shall return to the members or shall be used in any manner for their benefit, even partially.

ARTICLE 9

FINAL PROVISIONS

9.1 EFFECTIVE DATE. The present Amended and Restated Bylaws were adopted and put in force by the Members of FHA on September 10th, 2011.

9.2 INDEMNIFICATION. FHA shall indemnify any board or association member, as long as that person has been acting within the law and within the limits of board authority, without gross negligence, willful misconduct or fraud, who was or is a defendant or respondent or is threatened to be made a defendant or respondent in any pending, completed or threatened action, suit or proceeding (whether civil, criminal, administrative or investigative), arising out of his or her present or unless terminated or removed for cause prior status as a member, director or officer of FHA, against all liabilities or expenses (including attorneys' fees) reasonably incurred in connection with such action, suit or proceeding to the extent such indemnification is permitted by applicable law. In keeping with Article 1.2 of these Bylaws, no Member or Director of

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FHA shall be subject to any liability of FHA beyond the limit of any annual dues imposed upon them. Any expenses in defending such proceeding incurred by board or association member entitled to indemnification may be advanced by FHA to such person prior to the final disposition of such proceeding to the extent permitted by applicable law.

CERTIFICATION The undersigned, being the duly elected, qualified and acting Chairman and Secretary of FH association, a Swiss nonprofit association, hereby certifies that the foregoing is a true and correct copy of the Bylaws of FHA, duly and regularly adopted by its members on the 10th of September 2011. IN WITNESS WHEREOF, I hereunto set my hand this September 10th, 2011

FH Association Chairman Kenneth Wathome

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For current Organizational Charts please refer the following portal link. These updated on a regular basis to reflect changes in personnel and reporting structures of Global Service Centers and Regional Staff. They do not reflect Field Level organizational structures or Affiliate Organizational charts.

Link for Organizational Charts

A basic overview of the organization structure is as follows:

** A dotted line reporting relationship between the Private Resource Development area (led by the CDO) to the GEO of Resource & Program Development exists. The CDO and his area report to the GEO of Strategic Services in a geographical sense.

5. Current Organizational Charts

https://docs.google.com/a/fh.org/presentation/d/1X5ZfcEgAWEf6KRJkFPAbXxKIBxEEaiOrShaM7kq0NJs/edit#slide=id.p13

https://docs.google.com/a/fh.org/presentation/d/1X5ZfcEgAWEf6KRJkFPAbXxKIBxEEaiOrShaM7kq0NJs/edit#slide=id.p13

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Keith Wright, GEO Chairman, International President

Keith Wright is responsible for providing leadership to the Global Executive Office. He ensures global alignment and achievement of the organization's vision and mission. Wright is also responsible for expanding global partnerships to connect commercial activity to poverty solutions.

Wright has more than 19 years of relief and development leadership, implementation and resource development experience in Africa, Latin America and the U.S. Wright has lived in Africa for 11 years. He earned a master degree in economic development from Eastern University and a bachelor degree in political science from the University of Mary Washington. Wright has been with Food for the Hungry since 2000.

Dave Evans, GEO – Resource & Program Development, US President

Dave Evans is responsible for the development of private and government resources. He also works with U.S.-based partnerships that enable Food for the Hungry to achieve its vision and mission. He provides leadership for effective program development in areas of relief, health, food security and public policy.

Evans has more than 26 years of relief and development program implementation, management and fund-development experience in the U.S., Africa, Latin America and Asia. Ten of those years were spent in Africa and Latin America. Evans earned a master degree in agricultural economics from Pennsylvania State University and a bachelor degree in international studies from Indiana University of Pennsylvania. Evans has been with Food for the Hungry since 1991.

Global Executive Officer Profiles

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Marty Martin, GEO – Strategic Services, Chief Operating Officer

Marty Martin provides overall leadership for the Global Service Center in Phoenix. He is responsible for support functions including financial management, human resources and information systems.

Martin has more than 30 years of experience in air rescue, pastoral ministry, relief and development operations, and corporate management in Africa, Asia and North America. An Air Force Academy graduate and experienced as a U.S. Air Force pilot, he received a master's degree from Covenant Theological Seminary and an honorary doctoral degree in humanities from Colorado Christian University. Martin has been with Food for the Hungry since 2003.

Luis Noda, GEO - Field Operations

Luis Noda is responsible for the operational implementation of programs in Africa, Asia and Latin America. He is also responsible for leadership development in these regions and the integration of our vision, mission and values worldwide.

Noda has more than 16 years of relief and development implementation and management experience in Asia, Africa and Latin America. He received a master degree in agricultural development/evaluation and management and a bachelor degree in agricultural engineering. Noda has been with Food for the Hungry since 2000.

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GLOBAL LEADERSHIP TEAM (GLT)

Overview

The Global Leadership Team (GLT) collectively facilitates multi-directional

communication and shapes and supports the implementation of the strategic plan and

operational priorities for the FH ministry.

The FH Global Leadership Team is comprised of three sub-GLT leadership units which

are brought together periodically to serve collectively as a Global Leadership Team. The

GLT (combined modules) will provide global perspectives, tackling critical issues, and

forecasting.

This modular global leadership approach

is geared for more responsive and

accountable (smaller) leadership bodies

that can be brought together as needed

for strategic, collective analysis and

decisions. The focus of the sub-units is

primarily about executing strategy

including navigating the opportunities and

risks to achieving the global strategy

results. Any two or more of the sub-units

can be brought together as needed to

address specific tasks at any time. Task

Forces will continue to be utilized to tap

specific talent from across the organization to achieve specific outputs as we have in

the past.

GLT Sub-Groups Focus and Membership:

GLT: Affiliates

Provides leadership in developing FH's global countenance by defining FH's global

brand identity and governance and partnership frameworks. This group will also

provide input into strategies to achieve our global resource targets.

Global Leadership Team and International Council

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1. LEAD: Keith Wright, GEO Chair/International President

2. Ben Hoogendoorn, President FH Canada

3. Paul Cornelius, President FH UK

4. Daniel Depelteau, President FH Suisse

5. Rev. Jason Kim/Seung Chung, President KAFHI

6. Andy Barnes, Regional Director Asia- Operational

GLT: Internal Operations:

Provides leadership for the building and execution of the tools, processes, and

platforms needed to achieve Envision2020.

1. LEAD: Marty Martin, GEO COO

2. Keith Wright, GEO Chair

3. Barry Gardner, CFO

4. Tina Bolding, CHRO

5. Charlie Tardibuono, CIO

6. Victor Cortez, Regional Director, Latin America & Caribbean

GLT: External Operations:

Provides leadership to FH's ability to achieve Impact and its targeted global resource

profile.

1. CO-LEAD: Dave Evans, GEO Resource & Program Development

2. CO-LEAD: Luis Noda, GEO Field Operations

3. Tim Smith, CDO

4. Tom Davis, Chief Program Officer

5. Shep Owen, RD Africa

6. Anna Ho, RD Asia Facilitation

7. Keith Wright, GEO Chair

8. Carolyn Wetzel, Chief Grant Development Officer

9. Peter Howard, Director ERU

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INTERNATIONAL COUNCIL (IC)

Roles and Procedures of the International Council

1. International Council Identity

The creation of the International Council (IC) represents a commitment from FH’s Board of Directors and the Global Executive Office to create and implement an organizational structure which fosters the expression of the multiple and diverse points of view represented throughout FH’s global body and provides a mechanism for these perspectives to help shape the organization’s strategic direction.

The IC Is The IC Is Not

Approved by the Board – in terms of its existence, membership and mandate. Two Board Members serve as liaison between the Board and the IC.

Executive – not responsible for making executive decisions for nor demands of the GEO or Board

Facilitated by its Own Leadership – in terms of its operating procedures and work plan

Dominated by one or a few – the IC’s value to the organization is found in its diversity of perspectives so it will make special effort to listen to and present this diversity, especially the softer voices, assuming a servant posture.

A support to FH’s leaders – committed to supporting the Board and GEO of FH by praying for and walking with them and strengthening their global leadership by providing them with a diversity of perspectives on strategic issues.

An advisory body – which provides ideas, input, and suggestions to the Board of Directors on topics assigned.

A diverse collection of individuals – representative of the different geographic regions, stakeholders, backgrounds, and roles within and outside of FH.

Committed and involved – as important stakeholders in FH, IC members are heavily vested and concerned about FH’s collective progress towards achieving its Vision and Mission while embodying its values. Their different perspectives are to be captured, summarized and accurately reflected to leadership. While not representing the whole of FH, IC members can seek input of others to be included in discussions.

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2. Roles inside of the IC

Coordinator (Leader / Facilitator) Responsibilities: Facilitating a process to accomplish deliverables, oversees progress of the smaller breakout groups, and shepherds the process to completion.

Assign people to projects Oversees the wider group meetings/calls Keeps the agenda Sets and keeps timeline of deliverables Interfaces with the Board Representatives and Board

Facilitates the process Needs to have permission from their supervisor and time allowance in order to fulfill

this role.

Assistant Coordinator Responsibilities: intentional about making sure that everyone is contributing.

Assumes the responsibilities of the Coordinator in his/her absence Proactively reminds people to give input and to hear from everybody, this is

particularly for the wider group meetings Follow-up by email, etc. as a way to serve the group to make sure all voices are

heard. Organize the technology for the meetings Post and disseminate documents and information (during deliberations) Taking notes Assist in logistics for face to face meetings

Two-year elected terms are staggered, so only one of the two-person coordination committee would change each year. Elections occur through a process of open nominations once a year to determine the required committee member for the following year. Nominations are made and then, if accepted by the nominees, are voted on by all the members of the IC. The nominee with the highest number of votes is elected. IC Members Healthy and supportive relationships amongst IC members are necessary in order to sustain robust debate and dialogue within the IC. In particular this entails that IC members:

Maintain discipline in attending phone calls and confirming their participation Participate actively and thoughtfully in discussions and task group work Commit to share thoughts and comments even when uncomfortable Seek to understand one another's perspectives Protect the vulnerability of one another on the IC Dedicate at least 1 hour per week devoted to IC topics Attend and participate in face-to-face meetings

Task Force Facilitator Facilitator for the smaller breakout groups responsible for:

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Steering the creation/revisions of the documents Keeping deadlines, facilitates any virtual meetings for discussions of documents Reporting Task Force progress during Monthly Meetings

Writer/Editors

Desire to have one or two people with editing and writing gifts participate on each Task Force group. Their responsibilities include:

Synthesizing comments into the working documents. Providing a final document with a consistent voice which follows an agreed upon

format.

3. Relationship between IC and Board

Board appoints IC members based on recommendations from the IC and its own internal recommendations Board approves the agenda of the IC through its Board Representatives.

IC can give input into the creation of the agenda based upon what the IC, with its diverse perspectives, considers to be important, through the Board Representatives.

IC advises the board through written documents, or other specified tasks approved by the board, that are submitted through the Board Representatives.

The Board responds to the IC's conclusions and/or recommendations for each topic and/or task.

Two Board Representatives will participate in quarterly IC meetings to listen and understand IC progress, provide insight and encouragement.

The GEO is part of the Board as ex-officio members. As such, the GEO sends nominations obtained through defined process for IC members to the Board for approval; provides recommendations and/or feedback to the Board for each topic and/or task. Feedback must occur for the IC to understand the usefulness of input given, including both an ongoing dialogue with the Coordinator, as well as input shared at the annual IC Summit.

The GEO provides recommendations and/or feedback to the Board for each topic and/or task.

The Board recommends and advises the GEO on actions to be taken in response to each topic and/or task.

FH provides administrative and logistics support, as requested. Openness, trust, transparency, vulnerability, willingness to hear each other’s

perspectives.

4. Summary of International Council Procedures and Working Methods

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Procedures Methods Description

Task Definition Topic Queue Running list of possible topics for IC to address. Topic ideas may be proposed by the Board, GEO and IC members. Board determines which topics will be included in the IC’s annual working agenda.

Deliverables Perspective

Papers

Document that describes various perspectives as found by the IC on a given topic. Document is expected to be a synthesis of diverse perspectives about the topic. It should be comprehensive enough to provide a thorough understanding of the diversity of expressions encountered. Before submission of final documents all IC members should review and approve the document. Face to face summit will provide opportunity for the IC to arrive at collective and unified conclusions on perspective papers resulting from prior consultative process. Final documents will be submitted to the Board through the Board Representatives. The Board will decide whether or not to publish the Perspective Paper or keep it confidential if based on sensitive information.

Consultation Responses

Input provided from IC members on an individual basis upon request. Tasks assigned by the Board based on relevant and current organizational needs.

Working Methods Task Forces

Sub-groups within the IC organized around specific topics and/or tasks. IC members will self-select task forces based on their passion for an issue. IC Coordinator will facilitate the distribution of members in task forces to keep a balance of diverse perspectives, skill-sets and experiences. Each Task Force will assign a Facilitator who will help the Task Force determine its own work plan, distribution of responsibilities and frequency and coordination of meetings. Prior to the annual IC Summit, Task Forces are responsible for collecting input and preparing for face to face discussions. After the IC Summit, Task Forces are responsible for synthesizing discussion conclusions from the Summit and documenting them in Perspective Papers.

IC Summit

Annual face-to-face meeting of the IC members. Topic queue --- Annual working agenda approved and work plan created at IC Summit. Determine IC roles. Deliberate over topics Pray for FH, leadership, and one another.

Monthly Meetings

Regular whole IC meetings to keep informed of Task Force progress and discuss topics.

Board Representatives participate in monthly IC call once per quarter.

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Given than our focus is the most vulnerable, we would ultimately like to ensure that resources are designated to the most vulnerable people and places. To measure vulnerability we are referencing the 2011 Human Development Index from the United Nations Development Program (UNDP), along with World Bank Indicators. Indicators related to maternal mortality and food production can be found in the vulnerability files for each field, while Millennium Development Goals can be referenced in the fundability data from the OECD. The following represents a ranking of our field offices, given their index.

https://sites.google.com/a/fh.org/rapid-budgeting-cycles/fy13/strategic-criteria/vulnerability

6. World Vulnerability Ratings

https://sites.google.com/a/fh.org/rapid-budgeting-cycles/fy13/strategic-criteria/vulnerability

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INDEPENDENT AUDITORS' REPORT

Board of Directors

Food for the Hungry, Inc., FH

Association, and Food for the

Hungry Foundation, Inc. Phoenix,

Arizona

We have audited the accompanying consolidated statement of financial position of Food for

the Hungry, Inc., FH Association, and Food for the Hungry Foundation, Inc. collectively

referred to as Food for the Hungry, as of September 30, 2012, and the related consolidated

statement of activities, cash flows, and functional expenses for the year then ended. These

consolidated financial statements are the responsibility of the organization's management.

Our responsibility is to express an opinion on these consolidated financial statements based

on our audit. The prior year summarized comparative information has been derived from

Food for the Hungry's 2011 consolidated financial statements, and in our report dated

February 27, 2012, we expressed an unqualified opinion on those consolidated financial

statements.

We conducted our audit in accordance with auditing standards generally accepted in the

United States of America. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material

misstatement. An audit includes consideration of internal controls over financial reporting as a

basis for designing audit procedures that are appropriate in the circumstances but not for the

purpose of expressing an opinion on the effectiveness of the organization 's internal control

over financial reporting. Accordingly, we express no such opinion. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in the

consolidated financial statements. An audit also includes assessing the accounting principles

7. Auditor’s Opinions and Financial Statements

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used and significant estimates made by management, as well as evaluating the overall

consolidated financial statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all

material respects, the consolidated financial position of Food for the Hungry as of September

30, 2012, and the results of its change in consolidated net assets, cash flows, and functional

expenses for the year then ended in conformity with accounting principles generally accepted

in the United States.

Colorado Springs,

Colorado February 28,

2013

FOOD FOR THE HUNGRY

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Cash and cash equivalents $ 7,947,840 $ 6,935,448

Investments 603,889 890,086

Grants and other receivables 2,650,824 2,788,416

Prepaid expenses and other assets 1,468,928 1,369,831

12,671,481 11,983,781

Trusts and annuities assets 448,023 583,790

Investment in affiliate companies 2,901,273 2,495,499

Land, buildings, and equipment, at cost-net 2,764,267 2,337,074

Child Vocational Scholarship Fund 1,088,527 952,028

Total Assets

$ 19,873,571

$ 18,352,172

LIABILITIES AND NET ASSETS:

Accounts payable and accrued expenses

$ 1,950,381

$ 2,160,368

Grants payable 1,479,028 835,931

Deferred income 3,212,902 3,244,202

Loan payable-current portion 873,388 Capital lease obligation 7,540 78,947

7,523,239 6,319,448

Other long-term liabilities 732,237 535,323

Trusts and annuities obligations 385,808 479,901

Loan payable-net of current portion 262,157 5,613

Total liabilities 8,903,441 7,340,285

Net assets:

Undesignated

(481,549)

(1,540,651)

Investment in affiliate companies 2,901,273 2,495,499

Net investment in land, buildings, and equipment 1,621,182 2,252,514

4,040,906 3,207,362

Temporarily restricted 6,429,224 7,304,525

Permanently restricted-Child Vocational Scholarship Fund 500,000 500,000

Total net assets 10,970,130 11,011,887

Total Liabilities and Net Assets

$ 19,873,571

$ 18,352,172

Consolidated Statement of Financial Position (with comparative totals for 2011)

September 30,

2012 2011

ASSETS:

Current assets:

Current liabilities:

Unrestricted:

FOOD FOR THE HUNGRY

Page 73 of 86

Non-U.S. National Organizations $ 6,544 $ 2,935,278 $ $ 2,941,822 $ 2,899,042

Other governments 7,463,566 7,463,566 4,857,338

Other cash contributions 5,413,427 29,422,949 34,836,376 28,433,707

U.S. government grants 50,901,685 50,901,685 30,981,911

Investment income 460,067 242,319 702,386 (I ,528)

Change in value of annuities (48,653) (48,653) (49,129)

Other income 1,133,815 1,133,815 416,343

Noncash support and revenue:

Contributed services 123,482 123,482 66,919

USAID commodities donated

for distributions

21,888,645

21,888,645

4,315,955

Other donated commodities 16,786,169 16,786,169 17,121,988

Net assets released from restrictions 41,062 ,895 (41,062,895)

Total Support, Revenue, and Other 137,604,594 (875,301) 136,729,293 89,042,546

EXPENSES:

Direct relief and development activities

115,876,527

115,876,527

70,660,335

Grants and contracts to other organizations 4,665,629

4,665,629

7,117,212

120,542,156 120,542,156 77,777,547

Supporting services:

Fund-raising 8,527,530 8,527,530 8,731,985

General and administrative 7,701,364 7,70 1,364 6,284,347

16,228,894 16,228,894 15,016,332

Total Expenses

136,771,050

136,771,050

92,793,879

Change in Net Assets

833,544

(875,301)

(41,757)

(3,751,333)

Net Assets, Beginning of Year

3,207,362

7,304,525

500,000 11,011,887

14,763,220

Net Assets , End of Year

$ 4,040,906

$ 6,429,224

$500,000 $10,970,130

$11,011,887

Consolidated Statement of Activities (with comparative totals for 2011)

Year Ended September 30,

2012 2011

Temporarily Permanently

SUPPORT, REVENU E, AND

OTHER:

Cash contributions:

Unrestricted Restricted Restricted

-- Total - Total

Program ministries:

Page 74 of 86

provided (used) by operating activities:

Depreciation

397,798

411,854

Noncash stock gifts (81,566) (221,719)

Net realized and unrealized (gains) losses on investments (705,492) 15,133

Net (gains) losses on sale of fixed assets 9,504 (4,545)

Changes in operating assets and liabilities:

Grant and other receivables and grants payable 780,689 600,535

Prepaid expenses and other assets (99,097) 873,226

Accounts payable, accrued expenses, and long-term liabilities (13,073) 954,752

Deferred income (31,300) (1,408,315)

Net Cash Provided (Used) by Operating Activities 215,706 (2,530,412)

CASH FLOWS FROM INVESTING ACTIVITIES:

Fixed asset purchases (834,495) (460,980)

Investment purchases (26,854) (70,652)

Proceeds from sale of investments 693,603 1,281,198

Net Cash Provided (Used) by Investing Activities (167,746) 749,566

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on long-term debt (106,475) (121,380)

Proceeds from new debt 1,165,000 Change in trusts and annuities (94,093) (14,178)

Net Cash Provided (Used) by Financing Activities 964,432 (135,558)

Net Change in Cash and Cash Equivalents

1,012,392

(1,916,404)

Cash and Cash Equivalents, Beginning of Year

6,935,448

8,851,852

Cash and Cash Equivalents, End of Year

$ 7,947,840

$ 6,935,448

SUPPLEMENTAL DISCLOSURES:

Cash paid for interest-no capitalized interest

$ 9,494

$

Noncash transactions:

Gifts-in-kind and donated commodities received and distributed

$ 16,786,169

$ 17,121,988

FOODFORTHEHUNGRY

Consolidated Statement of Cash Flows (with comparative totals for 2011)

Year Ended September

30, 2012 2011

CASH FLOWS FROM OPERATING ACTIVITIES:

Change in net assets $ (41,757) $(3,751,333) Adjustments to reconcile change in net assets to net cash

Page 75 of 86

FOOD FOR THE HUNGRY

Consolidated Statement of Functional Expenses


2012 (with comparative totals

for 2011)

Support Services

Program

Ministries

Fund-raising

General and

Administrative

Total

2011

Total

Grants to other organizations

$ 4,665,629

$ $ $ 4,665,629

$ 7,117,212

Direct relief and development projects 79,079,991 79,079,991 41 ,772,349

Salaries and benefits 22,704,640 2,098,955 4,798,022 29,601,617 25,951,161

Professional services 2,061 ,064 2,912,176 692,297 5,665,537 3,968,576

Travel 6,570,961 560,434 381,434 7,512 ,829 5,724,511

Office expense 2,087,708 195,020 1,340,464 3,623, 192 2,785,791

Occupancy 1,874,412 34,037 179,772 2,088,221 1,531' 184

Depreciation 212,505 3,313 181,980 397,798 411 ,854

General information, education, and promotion 17,610 2,697,597 27,234 2,742,441 3,022,147

Other expenses 1,267,636 25,998 100,161 1,393,795 509,094

Total Expenses

$ 120,542,156

$ 8,527,530

$ 7,701,364

$136,771 ,050

Year Ended September 30, 2011

$ 77,777,547

$ 8,731,985

$ 6,284,347

$ 92,793,879

FOODFORTHEHUNGRY

Page 76 of 86

Consolidating Schedule of Financial Position (with comparative totals for 2011)

September 30,

2012 2011

Food for the

FH

Food for the

Hungry

(comparative)

Hungry, Inc. Association Foundation, Inc. Eliminations Total Total

ASSETS:

Current assets:

Cash and cash equivalents $ 474,066 $ 7,473,774 $ $ $ 7,947,840 $ 6,935,448

Investments 328,402 26,854 248,633 603,889 890,086

Grants and other receivables 7,570,457 743,325 (5,662,958) 2,650,824 2,788,416

Prepaid expenses and other assets 776,681 692,247 1,468,928 1,369,831

9,149,606 8,936,200 248,633 (5,662,958) 12,671,48 1 11,983,781

Trust and annuities assets 222,079 225,944 448,023 583,790

Investment in affiliate companies 2,901,273 2,901,273 2,495,499

Land , buildings , and equipment, at cost-net 2,069,458 694,809 2,764,267 2,337,074

Child Vocational Scholarship Fund 1,088,527 1,088,527 952,028

Total Assets

$15,430,943

$ 9,631 ,009

$ 474,577 $ (5,662,958) $19,873,5 71

$18,352,172

LIABILITIES AND NET ASSETS:

Current liabilities:

Accounts payable and

accrued expenses

$ 586,180

$ 1,364,201

$ $ $ 1,950,381

$ 2,160,368

Intercompany payable 24,700 51,724 (76,424) Grants payable 7,065,562 (5,586,534) 1,479,028 835,931

Deferred income 303,322 2,909,580 3,212,902 3,244,202

Loan payable-current portion 800,000 73,388 873,388 Capital lease obligation 7,540 7,540 78,947

8,755,064 4,379,409 51,724 (5,662,958) 7,523,239 6,319,448

Other long-term liabilities 732,237 732,237 535,323

Trusts and annuities obligations 221,119 164,689 385,808 479,901

Loan payable-net of current portion 262,157 262,157 5,613

Total liabilities 8,976,183 5,373,803 216,413 (5,662 ,958) 8,903,441 7,340,285

Net assets:

Unrestricted 3, 142,081 640,661 258, 164 4,040,906 3,207,362

Temporarily restricted 2,812,679 3,616,545 6,429,224 7,304,525

Permanently restricted-Child Vocational Scholarship Fund 500,000 500,000 500,000

Total net assets 6,454,760 4,257,206 258,164 10,970,130 11,011,887

Total Liabilities and Net Assets

$15,430,943

$ 9,631,009

$ 474,577 $ (5,662,958) $19,873,571

$18,352,172

Page 77 of 86

Cash contributions :

National Organizations

$

$ 48,050

$

$ (41,506)

$ 6,544

$ 20,375

Other 5,408,311 5,116 5,413,427 4, 198,352

U.S. government grants 50,901,685 42,662,539 (42,662,539) 50,901,685 30,981,911

Investment income (loss) (1,824) 407,501 54,390 460,067 8,674

Change in value of annuities (12,653) (36,000) (48,653) (49,129)

Other income

Noncash support and revenue

USAID commodities

186,438 947,377 1,133,815 416,343

donated for distribution 21,888,645 21,888,645 (21,888,645) 21,888,645 4,315,955

Other donated commodities 18,799,136 16,786,169 (18,799,136) 16,786, 169 17,121,988

Net assets released from restrictions 24,988,203 29,537,245 (13,462,553) 41,062 ,895 31,808,873

Total Support, Revenue, and Other

122,157,941

112,277,526

23,506

(96,854,379)

137,604,594

88,823,342

EXPENSES:

Grants to FH Association 93,496,583

Grants and contracts

development activities 5,739,452 113,494,871 (3,357,796) 115,876,527 70,660,335

103,041,023 114,355,512 (96,854,379) 120,542, 156 77,777,547

Supporting services: Fund-raising 8,527,530 8,527,530 8,731,985

General and administrative 7,698,376 2,988 7,701,364 6,284,347

16,225,906 2,988 16,228,894 15,016,332

Total Expenses

119,266,929

114,355,512

2,988

(96,854,379)

136,771,050

92,793,879


2,891,012

(2,077,986)

20,518

833,544

(3,970,537)


251,069

2,718,647

237,646

3,207,362

7,177,899

Net Assets, End of Year

$ 3,142,081

$ 640,661

$ 258,164

$

$ 4,040,906

$ 3,207,362

(continued)


2012 2011

Food for (comparative)

Food for the FH the Hungry

Hungry, Inc. Association Foundation, Inc. Eliminations Total Total

UNRESTRICTED NET ASSETS:

SUPPORT, REVENUE, AND OTHER:

Program ministries:

(93,496,583)

to other organizations 3,804,988 860,641 4,665,629 7,117,212

Direct relief and

Page 78 of 86

(continued)


2012 2011

Food for (comparative)

Food for the

Hungry, Inc.

FH

Association

the Hungry

Foundation, Inc.

Eliminations

Total

Total

TEMPORARILY RESTRICTED NET ASSETS:


Cash contributions:

National Organizations $ $ 15,537,858 $ $ (12,602,580) $ 2,935,278 $ 2,878,667

Other governments 7,463,566 7,463,566 4,857,338

Other 23,540,906 5,882,043 29,422,949 24,235,355

Investment income (loss)

Noncash support and revenue :

Contributed services

242,301 18

983,455

(859,973)

242,319

123,482

(10,202)

66,919

Net assets released from restrictions (24,988,203) (29,537,245) 13,462,553 (41,062,895) (31,808,873)


(1,204,996)

329,695

(875,301)

219,204


4,017,675

3,286,850

7,304,525

7,085,321


$ 2,812,679

$ 3,616,545

$ $

$ 6,429,224

$ 7,304,525

PERMANENTLY RESTRICTED NET ASSETS:


Contributions $ $ $ $ $ $

Net assets released from

restrictions



500,000

500,000

500,000


$ 500,000

$ $ $ $ 500,000

$ 500,000

Page 79 of 86

Strategic Plan – Summary Overview FH’s strategy is the expression of our Vision, Mission and Values in the context of FH’s positioning in a changing world. The result of our ten-year strategy ENVISION 2020 will be FH becoming a global leader in innovative, biblically-rooted responses to hunger and poverty that glorify God. Being a “global leader” requires a posture of servant-leadership as an organization as we strive to share effective tools and practices with others. The impact of our programs will be multiplied as other organizations, partners and governments adapt our models and apply them in additional contexts.

Isaiah 58:6-12

ENVISION 2020 META-GOAL

By the year 2020, FH will be a global leader in innovative, Biblically-rooted responses to hunger and poverty that glorify God and result in transformational impact which is multiplied across many countries, communities, families and organizations.

Impact: frames the desired result of FH’s global work and is the primary focus point of ENVISION 2020: measurable worldview, relationship, behavior and well-being change in the lives of the most vulnerable, especially children. FH’s progress in this area is a core element of our calling to be a global leader in innovative, biblically-rooted responses to hunger and

8. Global Strategy – Envision 2020

IMPACT

Page 80 of 86

INFLUENCE

poverty. It will be an exciting decade of alignment and growing competencies as we see true impact scaled globally.

STRATEGIC GOAL 1 We will substantially impact the lives of vulnerable families (especially children) by facilitating transformational development.

OPERATIONAL GOAL 1 We will identify, develop and implement several key models of transformational development and generate internal alignment around them.

IMPACT focuses on advancing FH’s ability to positively impact the lives of the most vulnerable through transformational development. We understand that real change is driven by the expression of Biblical worldview and will result in measurable relationship, behavior and well-being change. We desire to see transformation in every family and person we serve, through every program and every dollar spent. On the operational side of Impact we will focus on positioning FH to achieve this Impact (tools, models, training and staff and leadership development).

John 5:5,8,16-17

Influence: extends our impact beyond our operational areas by influencing thought and practice globally in ideas and practices that are effective in addressing physical and spiritual poverty. FH will be salt and light across the many stakeholders who care about and are in a position to respond to poverty.

STRATEGIC GOAL 2 We will significantly influence transformational development thought and practice worldwide by sharing and advocating for the best models and practices.

OPERATIONAL GOAL 2 We will develop process and messages to influence thought and practice leaders on the use of key models of transformational development.

INFLUENCE is about extending our impact beyond our operational areas by influencing thought and practice globally in ideas and practices that are effective in addressing physical and spiritual poverty. FH will be salt and light across the many stakeholders who care about and are called to respond to poverty.

Matthew 5: 13-16, Matthew 13:33

Page 81 of 86

SCALE

Scale: is about both growing the number of vulnerable communities we walk with and strengthening our resource base (growing and diversifying). By God’s grace we plan to be working with 4 times more vulnerable communities (over 6 million of the most vulnerable) by 2020; our resource profile will be 57% from private funding compared to 48% currently; and at least 25% of our resources will come from outside of the US.

STRATEGIC GOAL 3 We will increase the scale of our work and walk with growing numbers of the most vulnerable communities of the global south.

OPERATIONAL GOAL 3 We will develop frameworks and processes to guide decisions for expanding our scale, and strengthen and increase our partnerships to fund and support growth and mutual (end-to-end) transformation.

SCALE is ultimately about reaching more of the most vulnerable, both by growth and prioritizing the countries and communities we serve. Resource growth will intentionally diversify our global resource portfolio for a stronger base to serve our vision and mission. Scale is also about strengthening our global partnerships.

Proverbs 16:3, Nehemiah 3: 6-10

Click to view the full document here: Envision 2020 Strategic Plan

https://portal.fh.org/system/files/Envision+2020+Strategic+Plan+2_0.pdf

Page 82 of 86

GLOBAL DASHBOARD – MINISTRY METRICS

ENVISION 2020 METRICS

INDICATOR CATEGORY &

Description INDICATOR Measurement

ENVISION 2020 METRICS

A ENVISION 2020 Progress % of E2020 plan achieved vs target (Operational Goals)

Impact Initiatives 1 % of Impact implementation plan achieved vs target

Influence Initiatives 2 % of Influence implementation plan achieved vs target

Scale Initiatives 3 % of Scale implementation plan achieved vs target

B IMPACT

Program Impact (rows hidden) 1a

[Health] Average yearly performance index improvement in percent of children 0-23m who are underweight OR

# # Lessons learned communicated across the organization

Staff & Leadership Development # % Offices with staff development plan in place

VMV # % Staff who have completed VMV Level One orientation

C INFLUENCE

Strategic Partnerships 1

# Strategic partnerships (networking organization memberships, research universities/institutions, leadership in consortia, local organization)

Shared Transformational Development Models 2 # Organizations using FH transformational development models

Advocacy Initiatives 3 # Advocacy initiatives implemented

D SCALE

Progress on Resource Goals

Private Funding 1 $ Private cash income raised

Public Funding 2 $ Public cash income raised

Global Cash Income 3 $ Total of public and private cash income raised

Global Gifts In Kind Income 4 $ Value of public and private GIK acquired

Global Resource Profile

Diversity of Funding 5 % Field Offices with <50% funds raised from a single source

Private: Public Cash Income Mix 6 Ratio of Private:Public Cash Income

US: Non-US Cash Income Mix 7 Ratio of US:Non-US Cash Income Mix

Net Income to Field 8 % Total income provided to fields from all sources

Key Performance Indicators

Page 83 of 86

PERFORMANCE & RISK LEVEL METRICS

A Overall Performance & Risk Level 1 Ranking

Leadership to define based on overall performance and risk - TBD

B Ministry Scope

Operational Reach 1 # Countries of operation (fields)

2 # Communities served (by region/field)

3 # Individuals (Most Vulnerable/direct beneficiaries) served

Mission Depth 4 # Churches served

5 # Leaders served

6 # Families served

C Financial Health

Resource Development Reach 1 # Donors from all sources

Spending Against Budget 2 %Variance actual vs. budget (GSC and Fields)

Fund Balances 3 %Variance actual to budgeted unrestricted funds

4 Current ratio (current assets to current liabilities)

5 # Fields with deficit fund balances

6 $ Cash in bank

7 %Fixed costs in cash

8 $Total fixed costs

Fraud Incidences & Audit Findings 9 # Reported fraud incidents

# # Foreign corrupt practice compliance violations

# Audit findings addressed (yes/no)

D Program Operations

Field Spend Against Budget 1 %Variance actual vs. budget for programs

Implementation Performance 2 % implementation plan achieved vs planned

E People

Staff Level & Profile 1 # Total number of staff (all categories)

Leadership Level & Profile 2 % Turnover in leadership (managers, directors and C-level leadership)

3 % Board, GEO and GLT of non-US National origin

Attrition Rate 4 % Total staff turnover

Staff Satisfaction 5 % Staff reporting satisfaction rating of high from annual review

Gender Composition 6 Ratio of female to male staff globally

7 Ratio in female to male leadership (managers, directors and C-level leadership)

F Security

Security Risk Level 1 # Offices reporting security level 3 or higher

2 # Programs delayed or offices which reduced working hours due to insecurity

3 % Offices implementing mitigation plans for current threats

G Brand Risk and Partner Relationships

Brand Risk Level 1 # Offices stating medium or high risk level (to be defined)

Partnership Health (FHI-F) 2 Rating of excellent (5) to poor (1) based on frequency of communications, #mutually agreed decisions, and #completed joint venture projects

Partnership Health (Affiliates) 3 Global Affiliate Covenant in place

4 % Affiliates in compliance with Covenant

Page 84 of 86

Brand Calling: (Our highest calling)

Inspiring hope… Walking with communities… Ending poverty…

Brand Promise: (What we must deliver every day)

Our target: (Our raving fans)

To: Concerned people, primarily Christian, and institutions with the capacity

and desire to make a tangible difference in the lives of the poor…

Category / Frame of Reference: FH is a... global poverty solutions partner

Most Compelling Benefit: (What we deliver every day...) …that helps the world’s most vulnerable children and communities thrive.

Brand Personality: (Our target audience loves us because we are...) Compassionate

Trusted

Innovative/smart

Agile

Courageous

Relational

Raving Fan Identity: (What our customers would love to say about

themselves...)

By God’s grace, I am helping to end poverty, I believe real change is possible,

I love seeing children thrive. I love FH…

Our Values: (Our core beliefs that determine our culture are...) Christ-centered

Wholistic

Stewardship

Grace

Excellence

Servanthood

9. Brand Strategy

Page 85 of 86

FH focuses its work in the most vulnerable communities around the world as defined by physical poverty. However, although we target our work based on physical poverty, we recognize that ending poverty requires more than transferring resources.

The desired result of FH’s global work is measurable worldview, relationship, behavior and well-being change in the lives of the most vulnerable, especially children. FH’s progress in this area is a core element of our calling to be a global leader in innovative, biblically-rooted responses to hunger and poverty.

We understand that real change is driven by the expression of Biblical worldview and will result in measurable relationship, behavior and well- being change. We desire to see transformation in every family and person we serve, through every program and every dollar spent.

Whereas transformation is the Spirit-driven process of radical change in the behaviors, attitudes and worldviews of individuals, communities or cultures towards living in healthy relationship with God, others and God’s creation; Transformational Development is development work that promotes and facilitates mutual transformation to advance and accelerate measurable well-being improvements of the most vulnerable. This will be advanced through all five components of our Vision and Mission.

Given the global reality of increased frequency and impact of disasters, FH strengthens its long term development work with the inclusion of Disaster Risk Reduction strategies. This approach builds up community and organizational resiliency to disasters. FH also engages with economic development and commercial partnerships given significant trends and opportunities to harness impact investing and social enterprises from the for-profit sector for the benefit of the most vulnerable.

The program framework FH is currently developing is known internally as ‘child-focused community transformation’, or CFCT. This model is an attempt to advance transformational development with key impact results being targeted in the lives of children who are the most vulnerable. It is worth noting that FH’s accountability is on the achievement of Impact as we’ve defined it in Envision 2020, not one particular program model. Models and tools are critical to our growing global competencies and collaboration but not in themselves our accountability.

Important Links on the Web About FH: https://www.fh.org/about Where we work: https://www.fh.org/work/countries What we do: https://www.fh.org/work

10. Summary of FH Work

https://www.fh.org/about

https://www.fh.org/work/countries

https://www.fh.org/work

Board orientation manual with new conflicts of interest

Documents

fh board of directors

fh association fh

fh history

hungry board

board orientation manual

fh acronyms

board recruitment orientation

fhus chair