Summary of Merger

Summary of the Agreement and Plan of Merger Providing

For the Merger of First United Methodist Church of Cleveland (“First Church”),
With and Into Epworth-Euclid Methodist Church (“Epworth-Euclid”)

The Agreement and Plan of Merger (the “Merger Agreement”) by and between First
Church and Epworth-Euclid provides for the merger (the “Merger”) of both non-profit
corporations. Upon the completion of the Merger, First Church will cease to exist as a separate
non-profit corporation and Epworth-Euclid will become the successor corporation. Epworth-
Euclid will also officially change its name to “University Circle United Methodist Church”.
The Merger will become effective as soon as the Certificate of Merger is filed with the Ohio
Secretary of State.

By way of background, both First Church and Epworth-Euclid voted to merge their
congregations at their respective Charge Conferences held on November 9, 2009. The merger
was confirmed in the Unification Vote of the Charge Conference held on March 14, 2010. For
more than a year, both First Church and Epworth-Euclid have operated as one congregation.

First Church owns the real property and Church building located at Euclid and E. 30th
Street, Cleveland, Ohio. Epworth-Euclid owns the real property and Church building located at
1919 E. 107th Street and Chester Avenue, Cleveland, Ohio. By filing the Certificate of Merger
documents, the assets and resources of both non-profit corporations will be automatically
combined.

The Board of Trustees of both First Church and Epworth-Euclid have officially approved
the Merger Agreement. The Trustees recommend that you VOTE FOR the Merger and Merger
Agreement. Following your vote of approval of the Merger and Merger Agreement, the
Certificate of Merger will be signed on behalf of both First Church and Epworth-Euclid and filed
with the Ohio Secretary of State. In addition, First Church will provide written notice to various
state and local governmental agencies of the Merger.

In connection with the Merger, the Amended & Restated Articles of Incorporation (the
“Restated Articles”) of Epworth-Euclid will also be filed with the Ohio Secretary of State. These
Restated Articles rename the corporation as “University Circle United Methodist Church”, and
modernize the Articles of Incorporation. The old Articles of Epworth-Euclid Methodist Church
had never been officially amended to insert the word “United” in the name of the Church since
the EUB merger in the late 1960’s. The Restated Articles are modeled from numerous other
examples of existing Ohio United Methodist Churches filed within the last decade in Ohio. The
Amended Articles also include language which the IRS now expects to see in the organizational
documents of non-profit corporations.

There are no separate Bylaws or Code of Regulations for the Church. Instead, the Church
follows the Book of Discipline of the United Methodist Church with regard to most issues that
might otherwise appear in a non-profit corporation’s bylaws. By following the Book of
Discipline, our Church has the same standardized structure, processes and procedures as all other
United Methodist Churches.

When the Certificate of Merger is filed, First Church will legally cease to exist, Epworth-
Euclid will change its name, and thus University Circle UMC will automatically enjoy all of the
rights, privileges, assets, immunities, interests, powers and authority that First Church previously
had over its assets prior to the Merger. As a result of the corporate Merger, University Circle
UMC will also own all the real and personal property of every kind and description, including all
contract rights, leases and any other assets previously held, enjoyed and maintained by First
Church. Appropriate Affidavits will be filed on the Cuyahoga County real estate records to
reflect the merger and name change for all real estate. The Board of Trustees and other officers
of the merged corporation will have the authority to act for University Circle UMC pursuant to
the Book of Discipline.

Copies of the full Merger Agreement, Certificate of Merger and Restated Articles are
available for your review in a binder outside the main office of the Church, as well as on the
Church’s website. You may also call the Church office if you wish to have a copy of those
papers (37 pages) mailed to your home.

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