BY-LAWS

SHECHINAH THIRD TEMPLE, INC.

ARTICLE I: FOUNDING DIRECTORS

The Founding Directors are Seth, Sean and Jerry Pollock who signed the Certificate of Incorporation document in New York State on August 16, 2000.

ARTICLE II: OFFICERS OF THE CORPORATION

With the exceptions of the Executive Director, Spiritual Director and the Treasurer, the Officers of the Corporation shall reside within the family of Marcia and Jerry Pollock. This will include not only the five children and grandchildren of Marcia and Jerry but also the sons- and daughters-in-laws through marriage to their children and grandchildren. At any one time, there shall be Officers consisting of Executive Director, Spiritual Director, President, Secretary, Treasurer, Vice Presidents and Legal Counsel who are actively pursuing the goals of the Corporation during each fiscal year.

ARTICLE III: FUNCTIONS OF THE OFFICERS

Section 1: By-Laws

The Officers of the Corporation shall draft the By-Laws. The By-Laws may be amended by a two-thirds majority vote of the Board of Directors at their first annual or subsequent annual meetings. However, Articles I, II and III are irrevocable and may not be amended.

Section 2: Voting Privileges

Officers are ex officio members of the Board of Directors. Officers have no voting privileges except for the Secretary who can cast a tie-breaking vote of the Board.

Section 3: Powers

The Officers of the Shechinah Third Temple Corporation shall have the general authority to manage the affairs and properties of the Corporation in accordance both with the goals and mission set forth in the Certificate of Incorporation, which were expanded upon in the Application for Tax Exempt Status to the Internal Revenue Service, and with the guidance of the Corporation’s Board of Directors.

Section 4: Officer Titles and Duties

The Titles of the Officers shall be Executive Director, Spiritual Director, President, Secretary, Treasurer, Vice Presidents and Legal Counsel. All Officer appointments, with the exception of the Executive Director and Treasurer, may rotate among members of the Pollock family (as defined under Article II) to coincide with each three year appointment of the Board of Directors. In general, only one title shall be held by an Officer during each three year cycle; however, the President may substitute for the Secretary at Board meetings, and in such cases cast a tie-breaking vote of the Board.

The Executive and Spiritual Directors have the responsibility of providing the vision for the Shechinah Third Temple, Inc., with respect to planning G-d’s future Third Temple. The President shall, in general supervise the daily affairs of the Corporation and shall keep the Board of Directors fully informed of the actions of the Officers. The Treasurer of the Corporation will serve as the liaison Officer with an outside Accounting firm, retained for all accounting and tax matters. The Treasurer shall be responsible for depositing fundraising checks and monies earned on investments in an appropriate corporate commercial bank account. All disbursement checks used to pay the expenses of the Shechinah Third Temple Corporation shall require the dual signatures of the President and the Treasurer. Cash withdrawals are not permitted. Disbursements relative to the costs of designing and erecting the Third Temple shall require the approval of a majority vote of the Board of the Directors. The duties of the Secretary are described under Article IV, Sections 6 and 7. The Vice Presidents for Communications shall, in addition to their regular duties, serve as the ethical and moral ‘watchdogs’ of the Corporation and shall immediately report any dishonest actions of Officers to the Board of Directors. If proof of dishonesty is demonstrated, then such circumstances shall warrant termination of the Officer(s) by the Board. The duties of the Vice President Art Director shall encompass all Graphic and Website Design for the Corporation. Additional Vice Presidents will be assigned specialized projects coincident with the needs of the Corporation. It is desirable that there be an in-house Officer who is a Corporate and Litigator Attorney to provide legal advice and to represent the Corporation in all legal matters.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Powers and Number

The Board of Directors shall consist of up to 36 Members in honor of King David. The Members shall develop policy for all fundraising strategies and educational initiatives set forth in the Certificate of Incorporation and the Internal Revenue Service Application for Recognition of Tax Exemption. Decisions made by the Board of Directors shall be carried out by the Officers providing that these decisions are in concert with the mission, purposes and spirit of the Corporation.

Section 2: Chairperson of the Board of Directors

Initially the Chairperson shall be appointed by the Officers of the Corporation but after the first three year term of the Board of Directors, and in subsequent three year cycles, the Chairperson shall be elected by a majority vote of the Board. There shall be no limit to the three year cycles of service of the Chairperson providing that he or she continues to act in the best interests of the Corporation. All votes taken by the Board shall be by open ballot. In the case of absence of the Chairperson at a meeting, the Chairperson shall designate a Member of the Board to chair the session.

The Chairperson can recommend appointments to the Board of Directors to fill its thirty-six person Membership. He or she should very importantly be committed to the educational pursuits of the Shechinah Third Temple. As indicated in our Internal Revenue Tax Exempt Application Form 1023, Members shall be recruited from among supremely righteous individuals of the rabbinical and lay populations, preferably from Jewish Communities world-wide. No Member shall be excluded on the basis of religious beliefs as all Members of the Jewish Community shall be invited to participate as Members of the Board of Directors. No more than one-third of any Jewish group (orthodox, conservative, reform, traditionalist, secular lay population) may be represented as Members in any given three year cycle. Because G-d’s (God’s) Third Temple is to be a Temple for all peoples from all nations, we here make a modification to our original Form 1023 application, whereby we include non-Jewish righteous individuals as potential Members of the Board of the Directors.

Section 3: Appointment, Election and Terms of Office

Members appointed to the Board of Directors shall be obligated to serve for the first three year cycle period and may continue to serve indefinitely unless terminated at any time by the Board. Should a Member either resign for personal reasons or because of death, he or she will be replaced on the Board by an individual approved and voted upon by the membership. The elected candidate shall be chosen from a slate of at least three candidates nominated by the membership. A newly elected individual shall begin his or her tenure of membership at the next meeting of the Board.

Section 4: Removal

Members of the Board of Directors shall not be removed unless there are exceptional circumstances whereby that member, by his or her actions, is found to undermine the mission and goals of the Shechinah Third Temple, Inc. A two-thirds majority vote, either of at least two-thirds of the Members present at a Board meeting or of all the Members polled by telephone by the Secretary, shall be required for termination. However, this vote shall only be taken after the individual in question has the opportunity to explain his or her actions in an appearance before the Board or in writing to the Chairperson of the Board. There are no other reasons for removal except if a Board Member misses three consecutive annual meetings. However, in the latter case, a majority vote of the Board can reinstate the individual in question, if that individual has legitimate reasons for his or her lack of attendance and commits himself or herself to attending the next annual meeting of the Board.

Section 5: Resignation for Personal Reasons

Any Member may terminate his or her obligation for personal reasons at any time by delivering a resignation in writing to the Chairperson. Under such circumstances, new replacement Members shall be considered at the next meeting of the Board.

Section 6: Meetings

Ten or more Members of the Board shall constitute a quorum to hold scheduled or unscheduled meetings. During the initial period that the Board is recruiting Members, a quorum shall consist of a minimum of six members. Board meetings may be held by conference call. Where a quorum is present, any decisions approved by the votes of those attending the meeting shall be considered to be acts of the entire Board. Meetings shall be held once a year at a time and place fixed by the Secretary. Special meetings may be called by the Chairperson or by any other Board Member who provides a written request to the Chairperson. Notice of the time, place and the agenda of the meeting will be mailed two months in advance to Members by the Secretary who shall maintain a current directory of Members’ names and addresses. Members shall be asked to provide confirmation of their intention to attend the next meeting no later than one month after receiving the Secretary’s mailing. Announcements of special meetings shall be made as quickly as possible, as dictated by the importance of current events affecting the Corporation.

Section 7: Resolutions of the Board

Resolutions voted on by the Board shall be incorporated into the Meeting Minutes and shall be distributed to all Board Members by the Secretary within one month following annual or special meetings. The Secretary or the President shall be present at all meetings to record the Minutes.

Section 8: Subcommittees of the Board

The Chairperson may appoint subcommittees to explore avenues of direction needing further inquiry. The information gathered by special subcommittees shall be presented at the next annual meeting or sooner if a more urgent time-table is deemed necessary by the Board. Subcommittees shall have the authority to pursue matters delegated to them by the Chairperson and the Board.

ARTICLE V: EMPLOYEES

The Board of Directors may instruct the Officers of the Corporation to hire employees to further the mission of the Shechinah Third Temple. Employees may receive reasonable compensation for their services and shall include, but not be limited to, professional fundraisers, legal and financial advisors, architects and engineers for the future building of the Third Temple and consultants for promoting the educational tasks of the Corporation.

ARTICLE VI: ADVISORS

The Board of Directors may appoint one or more persons to advise the Board on pertinent matters. The advisors may be called upon to attend meetings of the Board if their attendance and services to the Board will benefit the Shechinah Third Temple, Inc. Upon completion of their assignments, advisors will be discharged. Advisors shall not generally be compensated for their services unless they serve both as advisors and employees.

ARTICLE VII: HEADQUARTERS OF THE CORPORATION

The Shechinah Third Temple, Inc. initially shall be located in temporary headquarters at 11583 Pamplona Blvd., Boynton Beach, Florida 33437. Original files of all past and present activities of the Corporation together with the Certificate of Incorporation, IRS Form 1023, the By-Laws and meeting minutes shall be available for perusal by Board Members and other requesting parties. Public information will also be disclosed on the Internet which can be accessed by connecting to either www.shechinahthirdtemple.org or www.thirdtempleinfo.com

ARTICLE VIII: FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year beginning on January 1st and ending on December 31st.

ARTICLE IX: INDEMNIFICATION

The Corporation may, to the fullest extent now as hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or advisor of the Corporation. Indemnification will be sought to compensate against judgments, fines, amounts paid in settlement, and reasonable expenses including attorney fees.

ARTICLE X: STATE AND FEDERAL REGULATIONS

The Shechinah Third Temple, Inc. is organized exclusively for spiritual. educational and charitable purposes in compliance with Section 501 (c) (3) of the Internal Revenue Code. The Corporation shall not carry out any activity that would jeopardize its exemption status from Federal Income Tax under the Code. The Corporation is not organized for pecuniary profit for financial gain and no part of its assets, income or profit shall be distributed to or inure to the benefit of any private individual. All financial transactions of the Corporation shall be in compliance with the regulations of corporations in New York State or in any other State where non-profit status is sought by the Shechinah Third Temple, Inc. in the future.