Proposed BYLAWS

Section 1.01. Purpose of Bylaws. These Bylaws are for the regulation and management of the affairs of Centre Learning Community Charter School (“the Corporation”). [15 Pa.C.S.A §§ 5310(a), 5504, and 5509].

Section 1.02. Description of the Corporation. The Corporation is a domestic nonprofit corporation formed by John R. Moore, its Incorporator, on behalf of its Founders, Kyle L. Peck and Mark Toci, under the statutes of the Commonwealth of Pennsylvania known as the Nonprofit Corporation Law of 1988. [15 Pa.C.S.A. § 5101(a) and §§5301-5310]. The Corporation is organized on a non-stock basis and does not have members as such. The name of the organization shall be Centre Learning Community Charter School. The principal office of the corporation, at which the general business of the corporation shall be transacted and where the records of the corporation shall be kept, shall be at such place in the Centre County area, state of Pennsylvania, as may be fixed from time to time by the Board of Trustees. Unless otherwise fixed, it shall be at 2643 West College Avenue, State College, PA 16801. The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Trustees may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:

___________________________________________ Dated: ________________, _______

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of trustees may, from time to time, designate.

Section 1.03. Purposes of the Corporation. (a) The Corporation is incorporated, and shall be organized and operated, exclusively for charitable, scientific, literary, and educational purposes as those terms are used in Section 501(c)(3) of the Internal Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law. No part of the Corporation’s net earnings shall inure to the benefit of any private individual, but it may pay reasonable compensation for services rendered, and may make payments and distributions, in furtherance of its corporate purposes. Carrying on propaganda, or otherwise attempting, to influence legislation shall not be a substantial part of the Corporation’s activities, nor shall it participate or intervene in any manner, including the publishing and distributing of statements, in any political campaign for or against any candidate for public office. Upon the Corporation’s dissolution its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law, or shall be distributed to the United States government, or to a state or local government, for a public purpose.

(b) The specific mission of each charter school of the Corporation is to create a powerful, safe, secure, active, project-based learning environment in which each student develops the necessary skills, knowledge, and attributes to lead a fulfilled and successful life. To carry out its purposes the Corporation shall become a public corporation by obtaining from the Commonwealth of Pennsylvania, acting by and through one or more of the Commonwealth’s school districts under the Charter School Law, 24 P.S. § 17-1701-A et seq., charters and renewals thereof for the establishment and operation of one or more charter schools.

(c) The Corporation is one which does not contemplate pecuniary gain or profit, incidental or otherwise.

(d) Notwithstanding any other provisions of its Articles or bylaws, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law. [15 Pa.C.S.A. § 5301].

Section 1.04. Capacity of the Corporation. Except that it shall not have authority to do any act prohibited by any statute regulating its business or by any rule or regulation validly promulgated there under by any department, board, or commission of the Commonwealth of Pennsylvania, the Corporation shall have the legal capacity of a natural person to act. [15 Pa.C.S.A. § 5501].

Section 1.05. Powers of the Corporation. Subject to the limitations and restrictions imposed by statute or contained in its Articles of Incorporation, the Corporation shall have power:

(a) To have perpetual succession by its corporate name, subject to the power of the Attorney General under section 503 of the Associations Code (relating to actions to revoke corporate franchises) and to the power of the General Assembly under the Constitution of Pennsylvania;

(b) To sue and be sued, complain and defend and participate as a party or otherwise in any judicial, administrative, arbitrative, or other proceeding in its corporate name;

(c) To have a corporate seal, which may be altered at pleasure, and to use the seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced;

(d) To acquire, own, and utilize any real or personal property, or any interest therein, wherever situated.

(e) To sell, convey, mortgage, pledge, lease, exchange, or otherwise dispose of all or any part or its property and assets, or any interest therein, wherever situated;

(f) To guarantee, become surety for, acquire, own, and dispose of obligations, capital stock, and other securities;

(g) To borrow money, issue or incur its obligations, and secure any of its obligations by mortgage on or pledge of or security interest in all or any part of its property and assets, wherever situated, franchises or income, or any interest therein;

(h) To invest its funds, lend money, and take and hold real and personal property as security for the repayment of funds so invested or loaned;

(i) To make contributions and donations;

(j) To use abbreviations, words, logos, or symbols upon the records of the Corporation, and upon checks, proxies, notices, and other instruments and documents, which abbreviations, words, logos, or symbols shall have the same force and effect as though the respective word and phrases for which they stand were set forth in full for the purposes of all statutes of the Commonwealth of Pennsylvania and all other purposes;

(k) To be a promoter, partner, member, associate, or manager of any partnership, enterprise, or venture or in any transaction, undertaking, or arrangement that the Corporation would have power to conduct itself, whether or not the participation involves sharing or delegation of control with or to others;

(l) To transact any lawful business that the Board of Trustees finds will aid governmental policy.

(m) To continue the salaries of such of its employees as may be serving in the active or reserve armed forces of the United States, or in the National Guard or in any other organization established for the protection of the lives and property of citizens of the Commonwealth of Pennsylvania or the United States, during the term of that service or during such part thereof as the employees, by reason of that service, may be unable to perform their duties as employees of the Corporation;

(n) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans incentive and deferred compensation plans, and other plans or trusts for any or all of its present or former representatives and, after their death, to grant allowances or pensions to their dependents or beneficiaries, whether or not the grant was made during their lifetime;

(o) To conduct its business, carry on its operations, have offices, and exercise the powers granted by the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania or any other provision of law in any jurisdiction within or without the United States;

(p) To elect or appoint and remove Officers, employees, and agents of the Corporation define their duties, fix their reasonable compensation and the reasonable compensation of Trustees, to lend any of the foregoing money and credit and to pay bonuses or other additional compensation to any of the foregoing for past services;

(q) To enter into any obligation appropriate for the transaction of its affairs, including contracts or other agreements with its Trustees;

(r) To have and exercise all of the powers and means appropriate to effect the purpose or purposes for which the Corporation is incorporated;

(s) To have and exercise all other powers enumerated in the Nonprofit Corporation Law of 1988 or otherwise vested by law in the Corporation. [15 Pa.C.S.A. § 5502].

Section 1.06. Construction. The masculine gender, where appearing in these Bylaws shall be deemed to include the feminine gender and the singular shall be deemed to include the plural unless the context clearly indicates to the contrary.

Article II

Trustees

Section 2.01. General. Unless otherwise provided by statute or in a section of these Bylaws, all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, The Board of Trustees, which shall be identical in all respects to a board of directors. [15 Pa.C.S.A. § 1721].

Section 2.02. Number. The corporation consists of nine (9) trustees, collectively known as the Board of Trustees. The number of trustees may be changed to an odd number not fewer than five (5) by a resolution of the Board resulting from a majority vote. No change in the number of trustees may be made unless corresponding vacancies exist as a result of deaths, resignations, expiration of terms of office, or other actions provided by these bylaws, to include a resolution of the Board by a majority vote. A copy of the resolution, adopted by a majority vote of all the Trustees of the Corporation, covering any increase or decrease in the number of directors must be filed with the official copy of the bylaws of this corporation. The Board of Trustees shall consist of the following members: four (4) community representatives (of which none are employees of the school and two (2) of which may not be family representatives of children enrolled in the school(s)) unless the seats are unable to be filled by members of the community who are not family representative or children enrolled in the school, two (2) family representatives with children enrolled in the school(s), two (2) employee/teacher representatives of the school (at least one (1) of which is a full-time teacher), and one (1) student advocate representative (elected by the students to represent their interests and opinions to the board).

Section 2.03. Alternate Trustees. The Board of Trustees, by the affirmative vote of not less than a majority of the Trustees in office, shall elect a minimum of two (2) alternate trustees. In the absence of a trustee from a meeting of the Board, one of the designated alternate trustees may attend the meeting or execute a written consent and exercise at the meeting, or in the consent of such powers of the absent trustee as were delegated in writing to the alternate by the absent trustee. [15 Pa.C.S.A. § 5725(c)]. When exercising the powers of the absent trustee, such alternate shall be subject in all respects to the provisions of this article relating to trustees, and represent the constituency for which the absent trustee provides representation.

Section 2.04. Qualifications of Trustees. Each trustee shall be a natural person of full age but need not be a resident of the Commonwealth of Pennsylvania. [15 Pa.C.S.A. § 5722]. Each trustee is obligated to represent the constituency he represents. The representatives for the community stakeholders shall be elected in the categories and number as follows.

a) Student Advocate Representative-(1)-This representative is elected by the students to representative their interests on the Board of Trustees. This representative may be a member of the community at large, a current staff member or employee of the Corporation, or a parent, guardian or sponsor of a student currently enrolled.

b) Employee/Teacher Representative-(2)-These representatives, one of which must be a full-time teacher, are elected by the salaried employees and teachers of the Corporation, to represent their interests on the Board of Trustees.

c) Family Representative-(2)-These representatives are elected by the community stakeholders to represent their interests on the Board of Trustees. The representatives must be parents, guardians, or sponsors of students currently enrolled in the school and may not be staff members or employees of the Corporation.

d) Community Representative-(4)-These representatives may not be current staff members or employees of the Corporation. A maximum of two community representatives may be parents, guardians, or sponsors of students currently enrolled in the school. A minimum of two community representatives must be from the community at large. If CLCCS does not have two community representatives willing to volunteer as a trustee on the Board, additional family representatives may be elected.

Section 2.05. Term of Office. Each trustee shall hold office for a period of two (2) years and until his successor is elected and qualifies. The terms of office shall be staggered, such that each year, approximately half of the trustees shall remain on the Board from the previous year.

Section 2.06. Vacancies. In the event of resignation, or removal, from the Board, the trustees shall ask for applications from volunteers to serve the remainder of the term of any particular seat. A volunteer shall be selected and appointed from the applications received by a majority vote of the Board of Trustees. When one or more trustees resign from the Board effective at a future date, or upon a change in the size and composition of the Board, the trustees then in office, excluding those who have resigned, shall have the power to fill the vacancies by majority vote. The volunteer(s) appointed shall assume the role of trustee when the resignations become effective, or upon their acceptance of the position of Trustee. In the event of a sole remaining Trustee, the remaining Trustee may fill the vacancies from the applications received and proceed to an immediate election to fill the vacancies. [15 Pa.C.S.A. § 5725(b)]. The appointed volunteer(s) shall serve in that capacity until the next annual election, or an election, at which time the vacancy shall be filled for the remaining term through the election process.

Section 2.07. Compensation. No compensation shall be paid to any member of the Board of trustees for services as a member of the Board. By resolution of the Board, reasonable expenses may be allowed for reimbursement for attendance at regular and special meetings of the Board.

Section 2.08. Removal and Resignation. Any Officer or agent of the Corporation may be removed by the Board of Trustees with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights. [15 Pa.C.S.A. § 5733]. Any action that may be taken by the Board under this Section may be taken by a duly authorized committee of the Board, subject to compliance by the committee with any procedure applicable to action by the full Board. [15 Pa.C.S.A. § 5731(a)].

(a) Removal of Trustee or Alternate Without Cause. A Trustee or Alternate may be removed from office without assigning any cause by the affirmative vote of a majority of the Trustees in office. [15 Pa.C.SA. § 1726(a)]. If any one or more Trustees or Alternates are so removed, new Trustees or Alternates may be elected at the same meeting. [15 Pa.C.S.A. § 1726(a)].

(b) Removal of Trustee or Alternate for Cause. A majority of the Board of trustees may declare vacant the office of a Trustee or Alternate who has been judicially declared of unsound mind, or who has been convicted of an offense punishable by imprisonment for a term of more than one year, or for any other proper cause which these Bylaws may specify or if, within 60 days after his selection, he does not accept the office either in writing or by attending a meeting of the Board and does not fulfill such other requirements of qualification as these Bylaws may specify. [15 Pa.C.S.A. § 5726(b)].

(c) Removal of Trustee or Alternate by Court. Upon petition of a Trustee in an action to which the corporation is made a party, the court may remove any Trustee or Alternate from office for fraudulent or dishonest acts, gross abuse of authority or discretion with reference to the Corporation, or for any other proper cause and may bar from office any Trustee or Alternate so removed for a period which it shall prescribe. [15 Pa.C.S.A. § 5726 (c)].

(d) Resignation. Any Trustee or Alternate may resign at any time from his office as a Trustee or Alternate of the Corporation upon written notice to the Corporation. The resignation shall be effective upon its receipt by the Corporation or at such subsequent time as may be specified in the notice.

Removal of any member of the Board must be achieved by an affirmative vote of a majority of the remaining Board members whenever, in their judgment, the best interest of CLCCS are served by the removal. The reason for removal includes, but is not limited to, failure to represent the constituency position for which the trustee was elected.

Section 2.09. Bond. The Corporation may secure the fidelity of any or all of the Officers by bond or otherwise. [15 Pa.C.S.A. § 5732(a)].

Section 2.10. Attendance. If any trustee shall fail to attend two consecutive meetings of the board, without excuse, he shall be notified by the Secretary of such failure to attend and the requirement to attend the next scheduled meeting. A failure to be present at the next regular meeting after such notification shall be considered a resignation from the Board. However, the Board shall have the power to excuse the absence of any Trustee.

Section 2.11. Board Members Conflicts of Interest. It is the intent of the bylaws to maintain public confidence and prevent the use of public office for private gain. Board members shall notify the Board of any potential conflict of interest prior to the time set for discussion on any such transaction. The written disclosures shall be attached to the minutes of the meeting in which Board action occurred relating to the matter disclosed. No trustee may participate in any manner, directly or indirectly, in the deliberation upon or the determination of any question affecting his or her pecuniary or personal interest or the pecuniary interest of any corporation, partnership, or association (other than CLCCS) in which he or she is directly or indirectly interested. In the event of disqualification based on pecuniary or personal interest, such trustee must withdraw from such deliberation or determination; and in such event the remaining qualified trustees present at the meeting, if constituting a quorum with the disqualified trustee or trustees, may exercise with respect to the matter, by majority vote, all the powers of the board.

Section 2.12. Powers of Trustees. Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by others, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.

Section 2.13. Duties. It shall be the duty of the trustees to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation , if any, of all employees and agents of the corporation/school.

(c) Supervise all officers and agents of the corporation, and the Business Manager, ECO, and Department Heads of the school to assure that their duties are performed properly;

(d) Approve all major educational and operational policies; approve the CLCCS annual budget and oversee CLCCS fiscal affairs; contract with outside sources for operations oversight and audit; receive funds for the operation of CLCCS in accordance with charter school law; and solicit and receive grants and donations consistent with the mission of CLCCS;

(e) Actively pursue fund-raising on an ongoing basis, with the objective of raising operating and capital funds;

(f) Meet at such times and places as required by these Bylaws;

(g) Register their addresses with the Secretary of the corporation, and notices of meetings mailed, e-mailed, or faxed to them at such addresses shall be valid notices thereof;

(h) The Board shall conduct an annual meeting each year

(i) Serve as chairman on designated advisory committees to the Board,

(j) Carry out such other duties as are described in the Charter. The ethnic and cultural diversity of the communities served by CLCCS shall be reflected and honored in all the activities of the Board and its committees.

Section 2.14. Quorum. A quorum shall consist of a majority of the members of the Board of Trustees.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

Every act or decision done or made by consensus of the Board, or a majority of the Trustees as established by the Bylaws or subsequent resolution, at a meeting duly held at which a quorum is present (if consensus is not feasible) is the act of the Board of Trustees unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. To the extent possible, a non-unanimous vote shall not be accepted without discussion and efforts toward compromise that serves the greater good of the school.

Section 2.15. Presumption of Assent. A Trustee of the Corporation who is present at a meeting of the Board of Trustees or of a committee of the Board at which action on any corporate matter is taken on which the Trustee is generally competent to act shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless that Trustee files his written dissent to the action with the Secretary of the meeting before its adjournment or transmits the dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Trustee who voted in favor of the action. Nothing in this Section shall bar a Trustee from asserting that minutes of a meeting incorrectly omitted that Trustee’s dissent if, promptly upon receipt of a copy of those minutes, the Trustee notified the Secretary in writing of the asserted omission or inaccuracy. [15 Pa.C.S.A. § 5714].

ARTICLE III

Certain Trustee Rights

Section 3.01. Financial Reports to Trustees. The President and Treasurer shall present annually to each Trustee, to the Board, and to the Secretary for filing with the minutes of the annual meeting of the board, a verified report showing in appropriate detail the following:

(a) The assets and liabilities, including trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report

(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report

(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation. [15 Pa.C.S.A. § 5553(c)].

(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation. [15 Pa.C.S.A. § 5553(c)].

Section 3.02 Inspection of Corporate Records. Every Trustee shall, upon written demand stating the purpose of the demand, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any purpose reasonably related to the interest of the person as a Trustee, the books and records of account and records of the proceedings of the Trustees and to make copies or extracts from those corporate records. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other document that authorizes the attorney or other agent to act on behalf of the Trustee for that purpose. The demand shall be directed to the Corporation at its registered office in Pennsylvania or at its principal place of business wherever situated.

ARTICLE IV

Liability of Trustees, Indemnification

Section 4.01. Liability of Trustees. A Trustee of the Corporation shall not be personally liable for monetary damages for any action taken or failure to take any action unless the Trustee has breached or failed to perform the duties of his office under Subchapter B, Fiduciary Duty, of Chapter 57, Officers, Directors, and Members, of the Nonprofit Corporation Law of 1988 [15 Pa.C.S.A. §5711 et seq.] and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. This provision, however, shall not apply to the responsibility or liability of a Trustee pursuant to any criminal statue or the liability of a Trustee for the payment of taxes pursuant to federal, state, or local law. [15 Pa.C.S.A. § 5713].

Section 4.02. Scope of Indemnification.

(a) General Rule. The Corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise because such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:

(1) where the indemnification is expressly prohibited by applicable law;

(2) where the conduct of the indemnified representative has been finally determined pursuant to Section 4.07 or otherwise:

I. to constitute willful misconduct or recklessness within the meaning of 15 Pa.C.S.A. § 5746(b) or any supervening provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

II. to be based upon or attributable to the receipt by the indemnified representative from the Corporation of a personal benefit to which the indemnified representative is not legally entitled; or

III. to the extent the indemnification has been finally determined in adjudication pursuant to Section 4.07 to be otherwise unlawful.

(b) Partial Payment. If an indemnified representative is entitled to indemnification for a portion, but not all, of any liabilities to which such person may be subject, the Corporation shall indemnify the indemnified representative to the maximum extent for such portion of the liabilities.

(c) Presumption. The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified representative is not entitled to indemnification.

(d) Definitions. For purposes of this Article:

(1) indemnified capacity means any and all past, present, and future service by an indemnified representative in one or more capacities as a Trustee, Officer, employee, or agent of the Corporation or, at the request of the Corporation, as a director, officer, employee, agent, fiduciary, or trustee of another corporation, partnership, joint venture, trust, employee benefit plan, or other entity or enterprise;

(2) indemnified representative means any and all Trustees and Officers of the Corporation and any other person designated as an indemnified representative by the Incorporator or Board of Trustees. This may, but need not, include any person serving at the request of the Corporation as an officer, employee, agent, fiduciary, or trustee of another corporation, partnership, joint venture, trust, employee benefit plan, or other entity or enterprise;

(3) liability means any damage, judgment, amount paid in settlement, fine, penalty, punitive, damages, excise tax assessed on an employee benefit plan, cost, or expense of any nature, including, without limitation, attorneys’ fees and disbursements;

(4) proceeding means any threatened, pending, or completed action, suit, appeal, or other proceeding of any nature, whether civil, criminal, administrative, or investigative, whether formal or informal and whether brought by or in the right of the Corporation or otherwise.

Section 4.03. Proceedings Initiated By Indemnified Representatives. Notwithstanding any other provision of this Article, the Corporation shall not indemnify any indemnified representative under this Article for any liability incurred in a proceeding (not including counterclaims or affirmative defenses) initiated or participated in as an intervener or amicus curiae by the person seeking indemnification unless the initiation of or participation in the proceeding is authorized, either before or after its commencement, by a majority vote of the Board of Trustees. This Section shall not apply to reimbursement of expenses incurred in successfully prosecuting or defending arbitration under Section 4.07 or otherwise successfully prosecuting or defending the rights of an indemnified representative under this Article.

Section 4.04. Advancing Expenses. The Corporation shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 4.02 or of the initiation of or participation in an authorized proceeding described in Section 4.03, upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined, pursuant to Section 4.07, that such person is not entitled to be indemnified under this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of the advance.

Section 4.05. Securing of Indemnification Obligations. To further effect, satisfy, or secure the indemnification obligations provided in this Article or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral, or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Trustees shall deem appropriate. Absent fraud, the determination of the Board of Trustees with respect to such amounts, costs, terms, and conditions shall be conclusive against all security holders, Officers, and Trustees and shall not be subject to void ability.

Section 4.06. Payment of Indemnification. An indemnified representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to the Secretary of the Corporation.

Section 4.07. Arbitration.

(a) General Rule. Any dispute about the right to indemnification, contribution, or advancement of expenses under this Article shall be decided only by arbitration in the geographical area in which the registered office of the Corporation is located, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, before a panel of three arbitrators, one of whom shall be selected by the Corporation, the second of whom shall be selected by the indemnified representative, and the third of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, or if one of the parties fails or refuses to select an arbitrator, or if the arbitrators selection by the Corporation and the indemnified representative cannot agree on the selection of a third arbitrator within 30 days after the time the Corporation and the indemnified representative have each been notified of the selection of the other’s arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the Court of Common Pleas having jurisdiction in the county where the Corporation’s registered office is located.

(b) Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits under this Article shall have the burden of proof.

(c) Expenses. The Corporation shall reimburse an indemnified representative for the expenses, including attorneys’ fees and disbursements incurred in successfully prosecuting or defending such arbitration.

(d) Effect. Any award entered by the arbitrators shall be final, binding, and non-appeasable, and judgment may be entered on it by any party in accordance with applicable law in any court of competent jurisdiction, except that the Corporation shall be entitled to interpose as a defense in any such judicial enforcement proceeding any prior judicial determination adverse to the indemnified representative under Section 4.02(a) in a proceeding not directly involving indemnification under this Article. This arbitration provision shall be specifically enforceable.

Section 4.08. Contribution. If the indemnification provided for in the Article or otherwise is unavailable for any reason for any liability or portion of it, the Corporation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.

Section 4.09. Mandatory Indemnification. To the extent that a representative of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 Pa.C.S.A. §§ 5741 or 5742 or in defense of any claim, issue, or matter in it, the representative shall be indemnified against expenses, including attorneys’ fees and disbursements, actually and reasonable incurred by him.

Section 4.10. Contract Rights; Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal or amendment of this Article shall be prospective only and shall not affect any rights or obligations then existing.

Section 4.11. Scope of Article. The indemnification, contribution, and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of disinterested Trustees, or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Corporation and shall inure to the benefit of the heirs and personal representative of that person. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation, merger, or division, as well as the surviving or new corporations surviving or resulting from any of these events, so that any person who is or was representative of the constituent, surviving, or new corporation or is or was serving at the request of the constituent, surviving, or new corporation as a representative of another domestic or foreign profit or nonprofit corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving or new corporation as he would if he had served the surviving or new corporation in the same capacity.

Section 4.12. Reliance on Provisions. Each person who shall act as an indemnified representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article.

Section 4.13. Interpretation. The provisions of this Article are intended to constitute bylaws authorized by 15. Pa.C.S.A. § 5746.

Article V

Elections

Section 5.01. Elections. (a) An annual meeting shall be held by the Board of Trustees during the month of May. During this meeting the newly elected Board members shall be announced, along with the election results of other issues that may be on the ballot if the Board desires specific parental approval on the issue. At least 120 days prior to each annual meeting (January), the chair shall appoint a nominating committee of not fewer than three members.

Section 5.02. Nominating Committee Duties. It is the duty of the nominating committee to nominate at least one member for each vacancy. The nominations shall include candidates for any unexpired term vacancies. The nominating committee is responsible for determining that the persons nominated are agreeable to the placing of their names in nomination and shall accept office if elected. The nominating committee shall file its nominations with the Secretary of the Board at least 90 days prior to the annual meeting. If the term has expired for the trustee serving as Secretary, the President of the Board of Trustees shall appoint an alternate Board member to receive the nominations. A brief statement of qualifications and biographical data in a form approved by the Board of Trustees shall be included for each nominee submitted.

The Secretary shall notify all persons eligible to vote, at least 75 days prior to the annual meeting, of the upcoming vacancies. Notification shall be made in writing, or by email, and include the qualifications and biographical data of the nominees. The notice shall state that additional nominations for vacancies may also be made by submitting a petition for nomination signed by a minimum of five (5) eligible voters. In all cases, the period for receiving nominations by petition must extend at least 30 days from the mailing date of the notification of the petition requirement and the list of the committee’s nominees. The written notice must state the closing date for receiving nominations by petition. The written notice must indicate that in the event of only one nominee for each position to be filled, an election shall not be conducted by ballot and there shall be no nominations from the floor.

Section 5.03. Eligible Voters. Eligible voters shall include the parents or guardians of all children currently attending CLCCS, full-time teachers and salaried employees of CLCCS. Students attending CLCCS are considered eligible voters for the purpose of electing an adult student advocate. Each household and each employee is entitled to only one vote, regardless of the number of students enrolled. Each student is entitled to one vote. Each household shall submit the name of the eligible voter to the school secretary. (In the event of a separation or divorce, the parent/guardian with primary custody shall be designated as the voting member for the household. In the event of joint custody, the submission of the designated eligible voter shall be signed by both parents/guardians with a single eligible voter designated to cast votes.) With the exception of the student advocate, all voters must be of the age of majority in this state. Eligible voters shall be entitled to cast votes based on the following ballot distribution and their eligibility.

(1.) A separate ballot for the student advocate seat shall be distributed to the enrolled students with one vote allotted per student and same voting deadlines as for the other trustee seats.

(2.) A separate ballot for the teacher/employee seats shall be distributed to all CLCCS employees with the same voting deadlines as for the other trustee seats.

(3.) A separate ballot for the community representative seats shall be distributed to the household of each student enrolled with the same voting deadlines as for the other trustee seats.

(4.) A separate ballot for the family representative seats shall be distributed to the household of each student enrolled with the same voting deadlines as for the other trustee seats.

Section 5.04. Election Process. All elections shall be by secret ballot, provided that there is more than one nominee, subject to the following conditions:

(1.) The election tellers shall be appointed by the Board of Trustees and shall be selected from the eligible voters;

(2.) If sufficient nominations are made by the nominating committee, or by petition, to provide more than one nominee for any position to be filled, the Secretary, at least 30 days prior to the annual meeting, shall cause either a printed ballot or notice of ballot to be mailed to all eligible voters;

(3.) One notice of balloting stating the names of the candidates for the Board of Trustees. The name of each candidate must be followed by a brief statement of qualifications and biographical data in a form approved by the Board of Directors;

(4.) One instruction sheet stating specific instructions for the election procedure, and the period of time in which votes shall be taken.

(5.) It is the duty of the election tellers to verify, or cause to be verified, the name of the voter and voter eligibility, from a roster of eligible voters provided by the Secretary. It is the duty of the teller to test the integrity of the balloting system at regular intervals during the election period.

(6.) Ballots must be received no later than 5:00 p.m. five (5) calendar days prior to the annual meeting.

(7.) Voting shall be closed at 5:00 p.m. on the deadline date specified in the previous paragraph and the votes shall be tallied by the tellers. The result must be verified at the annual meeting and the chair shall make the result of the vote public at the annual meeting.

(8.) In unforeseen circumstances, the board may make reasonable adjustments to the voting time frames above, or postpone the annual meeting when necessary, to complete the elections prior to the annual meeting.

Newly elected Board members shall assume office at the first Board meeting following their election (typically in June). The Officers and Assistant Officers of the Corporation shall be nominated from the floor and elected by the Board of Trustees at this meeting.

Article VI

Meetings

Section 6.01. Regular Meetings. The Board of Trustees shall meet at least once a month to discuss CLCCS operations and to hear reports and updates from Board members and committees, to consider, adopt or change policy, and to consider requests and concerns from parents, students and teachers. All actions taken by the Board of Trustees shall require a majority vote. All trustees have equal weight when voting for changes to school policy, approving budgets, etc. Teacher representatives serving on the Board of Trustees shall be excused when voting on personnel issues and expected to sequester themselves from the meeting.

Official actions and deliberations by a quorum of the trustees shall take place at a meeting open to the public unless closed as an Executive Session. Regular meetings shall be scheduled and held each month, on a day to be determined by the Board, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

In all meetings of the Board, the vote of each member who actually votes on any resolution, rule, order, regulation, ordinance or the setting of official policy must be publicly cast and, in the case of roll call votes, recorded.

Written minutes shall be kept of all open meetings and shall include:

(1) The date, time and place of the meeting,

(2) The names of trustees present,

(3) The substance of all official actions and a record by individual member of the roll call votes taken,

(4) The names of all persons who appeared officially and the subject of their testimony.

Section 6.02. Notice of Meetings. Centre Learning Community Charter School shall comply with the provisions of the Pennsylvania Sunshine Act, Act 93 of 1998, [65 Pa.C.S. § 701]. This Act requires that full and timely notice to the public be given of meetings of the School Board. The Board of Trustees shall give public notice of its first regular meeting of each calendar or fiscal year not less than three days in advance of the meeting and shall give public notice of the schedule of its remaining meetings. Whereas, in addition to any other means of giving full and timely notice the Act provides, the Board shall be deemed to have given the requisite notice of the meeting by posting the requisite notice of the meeting, including the date, time, location, and specific agenda information where possible, of any meetings of the Board at which time adoption of any proposed policy position, resolution, rule, regulations, or formal actions may occur at which a majority or quorum of the Board is or is expected to be in attendance on the outside window of the corporation’s principal office. In addition, notice of regular meetings shall be provided in a newspaper of general circulation [45 Pa.C.S.S. 101 (relating to definitions)] which is published and circulated in the political subdivision where the meeting shall be held, or in a newspaper of general circulation which has a bona fide paid circulation in the political subdivision equal to or greater than any newspaper published in the political subdivision. Notice of meetings shall also be posted on the CLCCS website.

At each regular, or special meeting, an opportunity for constituents of the corporation shall be given the opportunity to comment on matters of concern, official action or deliberation which are, or may be, before the board. If the board determines that there is not sufficient time at a meeting for both the constituents to comment, the board may defer the comment period to the next regular meeting or to a special meeting occurring in advance of the next regular meeting.

Section 6.03. Executive Sessions. All regular and special meetings of the Board of Trustees shall be open to the public, except that, upon a vote of a majority of the members present, an executive session may be held to discuss any one or more of the following:

(1) To discuss any matter involving the employment, appointment, termination of employment, terms and conditions of employment, evaluation of performance, promotion or disciplining of any specific prospective public officer or employee or current public officer or employee employed or appointed by the agency, or former public officer or employee, provided, however, that the individual employees or appointees whose rights could be adversely affected may request, in writing, that the matter or matters by discussed at an open meeting. The trustee’s decision to discuss such matters in executive session shall not serve to adversely affect the due process rights granted by law, including those granted by Title 2 of the Pennsylvania Consolidated Statutes (relating to administrative law and procedure).

(2) To hold information, strategy and negotiation sessions related to the negotiation or arbitration of a collective bargaining agreement, or in the absence of a collective bargaining unit, related to labor relations and arbitration.

(3) To consider the purchase or lease of real property up to the time an option to purchase or lease the real property is obtained or up to the time an agreement to purchase or lease such property is obtained if the agreement is obtained directly without an option.

(4) To consult with its attorney or other professional advisor regarding information or strategy in connection with litigation or with issues on which identifiable complaints are expected to be filed.

(5) To review and discuss corporate business which, if conducted in public, could lead to the disclosure of information or confidentiality protected by law, including matters related to the initiation and conduct of investigations of possible or certain violations of the law and quasi-judicial deliberations.

(6) To discuss matters of academic admission or standing, or expulsion of a student from the school.

An executive session may be held during an open meeting, at the conclusion of an open meeting, or may be announced for a future time. The reason for holding the executive session shall be announced at the open meeting occurring immediately prior, or subsequent to, the executive session. If the executive session is not announced for a future specific time, a public announcement shall be posted at least 24 hours in advance of the time of the convening of the meeting. The Executive Committee shall be comprised of all Trustees who are not employees of the Corporation.

Any official action on discussions held pursuant to an executive session meeting shall be taken at a meeting open to the public and announced in advance.

Section 6.04. Special Meetings. Special meetings of the Board of Trustees may be called by any member of the Board, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. Public notice shall be given of any special meeting, or rescheduled meetings, at least 24 hours in advance of the time of the convening of the meeting specified in the notice; however, in the event of an emergency meeting or a conference, 24 hours notice may not be provided.

ARTICLE VII

Manner of Giving Notice, Exception to Requirement of Notice, Waiver of Notice, Action Without Meeting, Meetings by Conference Telephone, and Modification of Proposals

Section 7.01. Manner of Giving Notice. Whenever written notice is required to be given to any person by the Nonprofit Corporation Law of 1988, the Articles of Incorporation, or these Bylaws, it may be given to the person either personally or by sending a copy of it to him by first class or express mail with postage prepaid, courier service with charges prepaid telegram with messenger service specified, telex or TWX (with answerback received), e-mail, or facsimile transmission to the person’s address, telex, TWX, or facsimile number appearing on the books of the Corporation or, in the case of Trustees, supplied by the Trustee for the purpose of notice. If the notice is sent by mail, telegraph, or courier service, it shall be deemed to have been given to the person entitled to it when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex, TWX, e-mail, or facsimile when dispatched. A notice of meeting shall specify the place, day, and hour of the meeting and any other information required by any other provision of these Bylaws. [15 Pa.C.S.A. § 5702(a)].

Section 7.02. Exception to Requirement of Notice. When notice to a person is required under the Nonprofit Corporation Law of 1988, the Articles of Incorporation, or these Bylaws, or as a condition precedent to taking any corporate action but communication with that person is then unlawful, notice to that person shall not be required and there shall be no duty to apply for a license or other permission to give notice. Any action or meeting taken or held without notice to that person shall have the same validity as if the notice were given, and any certification about that action or meeting shall be sufficient if it states that notice was given to all persons entitled to notice except those with whom communication was unlawful. [15 Pa.C.S.A. § 5707(a)].

Section 7.03. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Law of 1988, the Articles of Incorporation, or these Bylaws, a waiver of such notice n writing, signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, shall be deemed to be equivalent to the giving of the notice. Neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. [15 Pa.C.S.A. § 5705].

Section 7.04. Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Trustees or any committee of Trustees may be taken without a meeting if, prior or subsequent to the action, a consent or consents to the action in writing, setting forth the action so taken, is signed by all of the Trustees in office or by all of the members of the committee, as the case may be, and filed with the Secretary of the Corporation [15.Pa.C.S.A. §§ 5727(b), 5731].

Section 7.05. Meeting by Conference Phone. One or more persons may participate in a meeting of the Trustees or a committee of the trustees by means of conference phone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting. [15 Pa.C.S.A. § 5708, 5731].

Section 7.06. Modification of Proposals. Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given by law, the Articles of Incorporation, or with these Bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose. [15 Pa.C.S.A. § 5706].

Article VIII

Officers of the Board of Trustees

Section 8.01. Officers, Qualifications, and Authority. The Corporation shall have a President, who acts as the Chief Executive Officer (CEO) of the school, a Vice President, a Secretary, and a Treasurer or persons who shall act as such regardless of the name or title by which they may be designated, elected, or appointed. The Corporation may have such other Officers and Assistant Officers as it may authorize from time to time. The President and Secretary shall be natural persons of full age. The treasurer may be a corporation, but if a natural person, shall be of full age. It shall not be necessary for the Officers to be Trustees. Any number of offices may be held by the same person. All Officers shall have such authority and perform such duties in the management of the Corporation as may be provided by or pursuant to these Bylaws or, in the absence of controlling provisions in these Bylaws, as may be determined by or pursuant to resolutions or orders of the Board of Trustees. [15 Pa.C.S.A. § 1532].

Section 8.02. Presiding Officer. All meetings of the Board of Trustees shall be called to order and presided over by the President of the Board of Trustees acting as the chairman. If there is no Chairman, or in the Chairman’s absence, the meetings shall be presided over by the Vice President, the Secretary, or the Treasurer. In the absence of all of the aforementioned individuals, a chairperson elected at the meeting by the attending members of the Board of Trustees, shall preside over the meeting.

Section 8.03. Duties of the President. The President shall be the Chief Executive Officer (CEO) of the Centre Learning Community Charter School (“the Corporation”). He shall, in general, oversee the supervision of the Corporation. He shall see that all orders and resolutions of the Board of Trustees are carried into effect in the control of the business and affairs of the school. The President shall execute contracts, as required or permitted by law and as authorized by the Board of Trustees except where the signing and execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of Centre Learning Community Charter School. He shall appoint and remove subordinate officers and agents, other than those appointed or elected by the Board of trustees, as the business of the Corporation may require. The President shall have custody of the corporate seal, if any, or entrust it to the Secretary. In general, the President shall preside as Chairman of the Board and perform all duties and may exercise all rights as are incident to the Office of President of the Board of Trustees and such other duties as may be prescribed by the Board of Trustees or these Bylaws. He shall act as the duly authorized representative of the Board in all matters, except where the Board has formally designated some other person or group to act.

Section 8.04. Duties of the Vice President. The Vice-President shall have all the powers and perform all the duties of the President in the absence or disability of the President. The Vice-President shall perform such other duties as from time-to-time may be assigned to him or her by the President or by the Board of Trustees.

Section 8.05. Duties of the Secretary. The Secretary shall keep full minutes of all the meetings of the Board of Trustees. The Secretary shall attend the meetings of the Board and shall act as clerk thereof and record all the acts and votes and the minutes of all proceedings in one or more books to be kept for that purpose. He shall keep, or cause to be kept, a register of the address of each Trustee and Alternate, which address has be furnished to the Secretary by the Trustee or Alternate. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall perform such other duties as may be assigned by the President or the Board of Trustees.

Section 8.06. Duties of the Treasurer. The Treasurer shall provide financial oversight for the operations of Centre Learning Community Charter School and perform such other duties as from time-to-time may be assigned to him/her by the President or by the Board of Trustees.

Section 8.07 Management Officers. The President may, subject to ratification by the Board, select and appoint such other management officers as the President deems advisable, who shall have the authority and perform any duties that may from time to time be prescribed by the Board or assigned by the President. The management officers of the Centre Learning Community Charter School consist of the Business Management Officer (BMO), the Education Compliance Officer (ECO), and Education Department Heads (EDH), of an appointed number which may change from time-to-time as is necessary in the day-to-day function of the school.

Section 8.08. Duties of the Business Management Officer. The duties of the Business Management Officer are those as outlined in the formal job description, which may be modified from time-to-time upon approval of the Board of Trustees.

Section 8.09. Duties of the Education Compliance Officer. The duties of the Education Compliance Officer are those as outlined in the formal job description, which may be modified from time-to-time upon approval of the Board of Trustees.

Section 8.10. Duties of the Education Department Head(s). The duties of the Education Department Head(s) are those as outlined in the formal job description, which may be modified from time-to-time upon approval of the Board of Trustees.

Article IX

Advisory Committees to the Board of Trustees

Section 9.01. Committees of the Board. The Board of Trustees may, by resolution adopted by a majority of the Trustees in office, establish one or more committees to consist of one or more Trustees of the Corporation. Any committee, to the extent provided in the resolution of the Board of Trustees or in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Trustees except for the following:

(a) The creation or filling of vacancies in the Board of Trustees.

(b) The adoption, amendment, or repeal of Articles of Incorporation and Bylaws;

(d) Action on matters committed by the Bylaws or resolution of the Board of trustees to another committee of the Board.

The Board shall designate one Trustee as chairman of the committee and may assign one or more Trustees as alternate members of any committee. The alternate members may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members of it present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Trustee to act at the meeting in the place of the absent or disqualified member. [15 Pa.C.S.A. § 5731 (b)].

Each standing and special committee shall be created by the Board of Trustees as deemed necessary to promote the objectives and carry on the work of the Corporation.

Section 9.02. Committee Membership. The composition of advisory committees shall be broadly representative and shall take into consideration the specific tasks assigned to the committee. Members shall consist of a one chairperson (Board of Trustee member) and volunteers who are parents of children attending Centre Learning Community Charter School, current employees and current teachers of the School, and community members at large who are approved by the CLCCS Board of Trustees.

Section 9.03. Instruction and Responsibility. Each committee shall be clearly instructed as to the length of time each member is being asked to serve; the service the Board wishes for the committee to render, the extent and limitations of responsibility, the resources the Board shall provide, and the approximate dates on which the Board wishes to receive major reports. Recommendations of advisory committees shall be based on research and fact.

Section 9.04. Committee Rules. Unless the Board of Trustees provides otherwise by resolution, each committee shall conduct its business and take action in the same manner as the Board conducts its business under the Articles of Incorporation or under these Bylaws. In the absence of a resolution of the Board to the contrary, a majority of the entire authorized number of members of such committee shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the members present and voting at a meeting if a quorum is then present shall be the acts of the committee, and in other respects each committee shall conduct its business and take action in the same manner as the Board conducts its business under the Articles of Incorporation or these Bylaws.

Article X

Books and Records

Section 10.01. Books and Records. The Corporation shall keep correct records and shall also keep minutes of the proceedings of its members, Board of Trustees and Committees, and shall keep at its office a record giving the names and address of the Board of Trustees. These records may be inspected at any reasonable time. However, student records, personnel records, and any other record protected under privacy laws are excluded from general public inspection

ARTICLE XI

Operations and General Provisions

Section 11.01. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Trustees.

Section 11.02. Registered and Other Offices. The Corporation shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office which may, but need not, be the same as its place of business. A change of the location of the registered office may be authorized at any time by the Board of Trustees, who shall follow the procedure set forth in section 5507 of the Nonprofit Corporation Law of 1988. [15 Pa.C.S.A. § 5507]. The Corporation may also have offices and places of business at such places within or without the Commonwealth of Pennsylvania as the Board of Trustees may designate or as the business of the Corporation may require. [15 Pa.C.S.A. § 5502(a)(15)].

Section 11.03. Corporate Seal. The Corporation may have a corporate seal, which shall have inscribed on it the name of the Corporation, the year of its organization, and the words “Corporate Seal—Pennsylvania” or such other inscription as the Board of Trustees may determine. The seal may be used by causing it or a facsimile of it to be impressed, affixed, or in any way reproduced. The affixation of the corporate seal shall not be necessary to the valid execution, assignment, or endorsement by the Corporation of any instrument or other document or for the due execution of any filing by the Corporation with the Department of State of Pennsylvania under the Nonprofit Corporation Law of 1988. [Pa.C.S.A. §§ 1109(a) and 5506(b)].

Section 11.04. Contracts. The Board of Trustees may authorize any Officer(s) or agent(s) to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 11.05. Grants. The Board may authorize any member or members of the Board, or an agent to act on their behalf, to accept on behalf of the Corporation any contribution, gift, grant, bequest or device for the general purpose of or any special purpose of the Corporation.

Section 11.06. Execution of Instruments. Any note, mortgage, evidence of indebtedness, contract, or other document, or any assignment or endorsement of these, executed or entered into between the Corporation and any other person, when signed by one or more Officers or agents having actual or apparent authority to sign it or by the President, Vice President, Secretary, or Treasurer of the Corporation shall be held to have been properly executed for and in behalf of the Corporation. [15 Pa.C.S.A. § 5506(a)].

Section 11.07. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees.

Section 11.08. Deposits. All funds of the Corporation not otherwise in use for daily operation, shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of trustees may approve or designate, and such funds shall be withdrawn only upon checks signed by such one or more Officers or employees as the Board of Trustees shall from time to time determine or as these Bylaws permit.

Section 11.09. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of monthly expenses or other evidences of indebtedness shall be signed by such officer(s) or agent(s) of the Corporation and in such manner as from time-to-time shall be determined by resolution of the Board of Trustees.

Section 11.10 Required Records. The Corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the Trustees and committees, the Articles of Incorporation and these Bylaws, and a register giving the names and addresses of all Trustees. The books, records, and register shall be kept at the registered office of the Corporation or at its principal office wherever situate. Any books, minutes, or other records may be in written form or any other form capable of being converted into written form within a reasonable time. [15 Pa.C.SA. § 5504].

Section 11.11. Amendments. These Bylaws may be amended, by modifying or repealing one or more bylaws, or adopting one or more new bylaws, by a super-majority vote (defined as 2/3 plus 1) of the Board of Trustees in office. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. This super-majority condition supercedes any other Bylaw amendment provisions in the Bylaws. (Adopted 8/18/10) [15 Pa.C.S.A. § 5504].

Adoption of Bylaws

Adopted by the Board of Trustees on

___________________________________

Heidi W. Fletcher, Chairman

___________________________________

John R. Tucker, Secretary