BY-LAWS

OF

LANE TECH ALUMNI ASSOCIATION, INC.

ARTICLE I

NAME AND PURPOSES

SECTION 1. NAME. The name of the Corporation shall be Lane Tech Alumni
Association, Inc. (LTAA).

SECTION 2. OFFICES. The Corporation shall maintain a registered office in the State of Illinois and
a registered agent at such office and may have other offices within or without the state.

SECTION 3. PURPOSES. The purposes for which the Corporation is organized are exclusively
charitable, literary and educational purposes.

No part of the net earnings of the Corporation shall inure to the benefit of any private individual. The
Corporation shall not carry on propaganda or otherwise attempt to influence legislation. The Corporation shall not
engage in any transaction or do or permit any act or omission which shall operate to deprive it of its tax exempt
status as an organization that qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue
Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

The Association recognizes the essential and direct relationship it has with Lane Tech College Preparatory
High School, and strives to collaborate with LTHS to realize the mission of the LTAA. However, the LTAA is an
autonomously governed 501(c)(3) nonprofit corporation, independent of LTHS and Chicago Public Schools.

Upon termination or dissolution of the Corporation, the Board of Directors shall, after paying or making
provision for the payment of all of the liabilities of the Corporation, distribute any assets lawfully available for
distribution to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue
Code (or described in any corresponding provision of any successor statute) which organization or organizations
have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving
corporation.

SECTION 4. MISSION STATEMENT. In addition to the purposes set forth in Section 3 above, the
additional purposes and goals of the Corporation include the following. "LTHS" located in Chicago, Illinois is
known as Lane Tech College Preparatory High School and was formerly known as Lane Technical High School.

a. To promote and enhance the reputation of “LTHS” of Chicago, Illinois, as one of the
premier secondary schools in the United States.
b. To provide scholarships to deserving students at “LTHS”.
c. To otherwise assist and meet with students of “LTHS” in preparing them for higher
educational institutions and life after graduation.
d. To disseminate and publish information regarding the accomplishments of “LTHS” and
its graduates.
e. To preserve the history of “LTHS”.
f. To foster a closer fellowship among the graduates of “LTHS” through the publication of
a newsletter and other activities.

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 ARTICLE II

MEMBERS

SECTION 1. MEMBERSHIP CRITERIA AND NUMBER. The Corporation shall have two classes of
members, regular members and associate members. Only graduates of “LTHS” of Chicago, Illinois, shall be eligible
for regular membership. There shall be no minimum number of regular members nor maximum number of regular
members. The membership fees for regular members and associate members shall be identical and shall be those
fees as established from time to time by the Board of Directors. A member who does not renew his or her
membership by paying to the Corporation the appropriate membership fee shall automatically be terminated as a
member at the expiration of the period of membership.

SECTION 2. ASSOCIATE MEMBERS. The Corporation acknowledges that there may be individuals
who are not graduates of “LTHS” but who have devoted substantial efforts in promoting and enhancing “LTHS”.

SECTION 3. ATTAINING MEMBERSHIP. An individual who is eligible for membership and who
pays his or her membership dues to the Corporation shall be a member for that period of time reflective of the dues
paid to the Corporation by the prospective member.

SECTION 4. VOTING RIGHTS. No member shall have any voting rights. All voting rights are
vested solely in the directors.

SECTION 5. PROHIBITED ACTIVITIES. No member shall engage in any activity which is

detrimental to Lane Technical High School or the Corporation.

SECTION 6. TERMINATION OF MEMBERSHIP FOR CAUSE. In the event a member of the

Corporation is alleged to have violated the terms of Section 5 above, the Board of Directors may suspend or expel
the by a two-thirds (2/3) vote of all Directors then in office, at any regular or special meeting of the Board, provided
that a statement of the reason or reasons shall have been mailed by written notice to the member at least thirty (30)
days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time and
the place where the Board is to take action. The member shall be given an opportunity to be heard and the matter
considered by the Board at the time and place mentioned in the notice.

SECTION 7. WITHDRAWAL. Any member may withdraw their membership by filing a written
notice of withdrawal with the Secretary of the Corporation.

SECTION 8. REINSTATEMENT. In the event the membership of a member has been terminated by
the Board of Directors in accordance with the terms of this Article, the Board of Directors may, by the affirmative
vote of two-thirds (2/3) of the members of the Board of Directors, reinstate such former member to membership
upon such terms as the Board of Directors may deem appropriate.

SECTION 9. TRANSFER OF MEMBERSHIP. Membership in this Corporation is not transferable or

assignable.

SECTION 10. NO MEMBERSHIP CERTIFICATES. No membership certificates of the Corporation

shall be required. The terms of the immediately preceding sentence shall not preclude the Corporation from issuing
from time to time membership cards to members.

SECTION 11. SUBSCRIPTIONS. The Corporation acknowledges that there may be individuals who
may not be qualified to become a regular member or an associate member but who desire to receive information and
any publications of the Corporation. The Board of Directors shall have the power, from time to time, to establish
fees or other requirements so that such interested individuals who do not qualify for membership may receive the
publications of the Corporation.

SECTION 12. NON-DISCRIMINATION. The Association does not and shall not discriminate on the
basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital
status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not
limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are
committed to providing an inclusive and welcoming environment for all alumni, members of our staff, volunteers,
and vendors.

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 ARTICLE III

Board of Directors

SECTION 1. GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of
Directors.

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors shall be a

maximum of twenty-five (25) and a minimum of five (5). The candidates of the Board of Directors shall be
confirmed by the vote of the Board of Directors. Each director shall hold office for a period of 3 continuous years or
until his or her resignation, death or removal. After the first 3 year term, a director may choose to be confirmed by
vote of the Board of Directors for a second 3 year term which immediately follows the first term. After serving the
second 3 year term, a director may choose to be confirmed by vote of the Board of Directors for a third 3 year term
which immediately follows the second term. After nine continuous years of tenure, a director must relinquish his or
her position as a director for one year, after which the director can repeat the above elected tenure of up to three
continuous 3 year terms. If a director relinquishes his or her position at any time within the above nine year
maximum term, he or she must wait one year before choosing to be confirmed by vote of the Board of Directors for
a new term as a director. As an exception to the above tenure rules, if a director is elected as an officer of the Board
of Directors at any time within the 8th or 9th year of the above described maximum tenure, then he or she will be
allowed to fully complete his term as an officer and corresponding director.

SECTION 3. QUALIFICATIONS. An individual shall be eligible for the office of director if he or she
is a member, other than associate member, of the corporation and has satisfied the following requirements:

Candidates for the office of Director shall submit a letter to the Nominating Committee summarizing
the following:

a. past service to “LTHS” or to the corporation

b. past service to other community, charitable or fraternal organizations

c. reasons to serve as a member of the Board of Directors

d. identify which committees or activities on which the candidate has an interest

in serving in the future.

SECTION 4. REGULAR MEETINGS. The Board of Directors shall meet not less than six times
during any given calendar year. The date, time and place of a regular meeting of the Board shall be established by
the Board of Directors not later than the date of the regular Board of Directors meeting immediately preceding the
meeting in question.

SECTION 5. NOTICE. Notice of any regular meeting shall be given at least seven (7) days prior to
the date thereof by written notice which may include that sent via e-mail to each director at the address as shown on
the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so addressed, with first class postage thereon prepaid. Notice of any special
meeting of the Board of Directors may be waived in writing signed by a minimum of two-thirds (2/3) of the persons
entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the
notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

SECTION 6. QUORUM. A majority of the Board of Directors present in person or actively

participating via conference calling shall constitute a quorum for the transaction of business at any meeting of the
board, provided that if less than a majority of the directors is present at said meeting, a majority of the directors
present may adjourn the meeting to another time without further notice.

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 SECTION 7. MANNER OF ACTING. The act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required
by statute, these By-Laws, or the articles of incorporation. Any Board member participating in a vote may request
that ballots be submitted in writing, either personally or by e-mail.

SECTION 8. REMOVAL. The Board of Directors may remove any Director for cause by a two-thirds
(2/3) vote of all Directors then in office, at any regular or special meeting of the Board, provided that a statement of
the reason or reasons shall have been mailed by written notice to the Director proposed for removal at least thirty
(30) days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time
and the place where the Board is to take action on the removal. The Director shall be given an opportunity to be
heard and the matter considered by the Board at the time and place mentioned in the notice.

SECTION 9. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at a meeting

of the directors of the Corporation, or any other action which may be taken at a meeting of directors, may be taken
without a meeting if a consent in writing or electronically, setting forth the action so taken, shall be approved by 2/3
of the directors entitled to vote with respect to the subject matter thereof.

SECTION 10. COMPENSATION. Directors shall not receive any salaries or compensation for their
services.

SECTION 11. OBLIGATIONS AND RESPONSIBILITIES. Every director shall attend not less than
fifty (50%) of all regular and special meetings of the Board of Directors which are conducted every calendar year.
A director shall not be absent from three or more consecutive regular meetings of the Board of Directors. Directors
are strongly encouraged to attend and actively participate in the planning activities for fundraising events.

Board members are expected to financially support LTAA, devote their time and talent, and support the Mission
Statement of LTAA

SECTION 12. EMPLOYMENT. No director shall be an employee of the Association. A director who
becomes a full time or part time employee of the Association shall automatically be deemed to have resigned as a
director effective as of the first day of such employment.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall be a president, one vice-president, a
secretary, a treasurer and such or other officers as may be elected by the Board of Directors. Officers whose
authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed,
from time to time, by the Board of Directors. Not more than one office may be held by the same person at any
single time. Only directors of the Corporation are eligible to be officers.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected
on a bi-annual basis by the Board of Directors at a meeting of the Board of Directors to be conducted at the last
meeting of the calendar. If the election of officers shall not be held at such meeting, such election shall be held as
soon thereafter as may be convenient. Vacancies occurring prior thereto or thereafter may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his death or until he or she shall resign or shall have
been removed in the manner hereinafter provided.

Election of an officer shall not of itself create contract rights. A successful candidate for an office must
receive not less than a majority of the votes cast. There must be present, at the time of the meeting when the
election is conducted, not less than two-thirds (2/3) of all directors.

In the event three (3) or more individuals desire to be candidates for a single office, such determination shall be
made by the casting of votes. If on the first ballot no single candidate receives a majority of the votes cast, the
candidate receiving the least number of votes cast shall be eliminated as a candidate and a second ballot shall be
prepared with the candidates except for the candidate eliminated and the directors shall then cast their votes on the
second ballot. This process shall be repeated until such time as one of the directors receives a majority of the votes

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cast.

In the event two-thirds (2/3) of all directors are not present at the time of said meeting, the election will be
postponed until the first meeting of the Board of Directors following said meeting when two-thirds (2/3) of all
directors are present. In the event of a continuation of the election because the minimum number of directors is not
present, then existing officers shall remain in office until such time of the election. The postponement of the
election shall not apply to any office where there is only one candidate for a given office. Where there is only one
candidate for a given office, a casting of votes for said office shall be conducted at the election meeting.

SECTION 3. CANDIDATES. Any director who desires to be a candidate for an office shall submit his
or her name to the Nominating Committee or designated party not later than the 3rd Thursday of September. The
name of a candidate for the position of an officer may also be submitted by a director other than the candidate. The
Nominating Committee shall provide to the Board of Directors a list of offices and the candidates for the offices at
least 14 days before the election date. Any Director who desires to be added to the slate after the Nominating
Committee releases the slate must submit their nomination to the full Board in writing or by email no later than 7
days before the election date.

SECTION 4. VOTING. Only members of the Board of Directors at the time of the election shall have
the right to vote. No director shall have the right to vote by proxy. Voting shall be by the casting of ballots. After
all of the ballots have been gathered, they shall be submitted to the Nominating Committee. The ballots shall then
be examined, tallied and the results of the election shall be immediately announced. Any candidate for an office
shall have the right to examine the ballots.

SECTION 5. REMOVAL. Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served
thereby. The minimum number of votes required to remove an officer shall be not less than three-fourths (3/4) of
the then existing members of the Board of Directors.

SECTION 6. PRESIDENT. The president shall be the principal executive officer of the Corporation.
Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs
of the Corporation; he or she shall see that the resolutions and directives of the Board of Directors are carried into
effect except in those instances in which that responsibility is assigned to some other person by the Board of
Directors; and, in general, he or she shall discharge all duties incident to the office of president and such other duties
as may be prescribed by the Board of Directors. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors, he or she may execute for the Corporation any contracts, deeds, mortgages,
bonds, or other instruments which the Board of Directors has authorized to be executed, and he or she may
accomplish such execution either under or without the seal of the Corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to
the requirements of the form of the instrument. He or she may vote all securities which the Corporation is entitled to
vote except as and to the extent such authority shall be vested in a different office or agent of the Corporation by the
Board of Directors.

SECTION 7. VICE PRESIDENT. The vice president shall perform such duties as shall be assigned to
him or her by the president or the Board of Directors. Further, in the absence of the president or in the event of his
or her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice
presidents, in the order designated by the Board of Directors, or by the president if the Board of Directors has not
made such a designation, or in the absence of any designation, then in the order of their seniority of tenure) shall
perform the duties of the president and when so acting shall have all the powers of and be subject to all the
restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to
another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of
Directors or these By-Laws, the vice president (or any of them if there are more than one) may execute for the
Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, and he or she may accomplish such execution either under or without the seal of the
Corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto
authorized by the Board of Directors, according to the requirement of the form of the instrument.

SECTION 8. SECRETARY. The secretary shall be responsible for assuring the accurate
documentation of the minutes of the meetings of the Board of Directors in one or more books provided for that
purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by
law; be custodian of the corporate records and of the seal of the Corporation; and perform all duties incident to the

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office of secretary and such other duties as from time to time may be assigned to him by the president or by the
Board of Directors. The Secretary shall maintain a list of all committees and their respective members.

SECTION 9. TREASURER. The treasurer shall be the principal accounting and financial officer of
the Corporation. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of
account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be
responsible therefor, and for the receipt and disbursement thereof; and (c) perform all the duties customarily incident
to the office of a treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The
treasurer shall be responsible for filing all forms and other documents with the Internal Revenue Service, the Illinois
Department of Revenue and any other governmental agency which may be necessary to maintain its tax-exempt
status.

SECTION 10. VACANCY. In the event of a vacancy in any office, the Board of Directors shall have
the power to fill such vacancy by majority vote for the balance of the term of the office in question.

ARTICLE V

COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a

majority of the directors in office, may designate one (1) or more committees, each of which shall consist of two (2)
or more directors, which committees, to the extent provided in said resolution and not restricted by law, shall have
and exercise the authority and act on behalf of the Board of Directors in the management of the Corporation; but the
designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any individual director, of any responsibility imposed upon it or him by law.
One (1) member of each committee shall be appointed as a chairperson by the president. Members of the
committees shall be appointed by the chairperson. In addition to the two or more directors on each committee, the
chairperson shall also have the right to appoint any other individual to the committee.

SECTION 2. TERM OF OFFICE. Each member of a committee shall continue as such until his or her
successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from
such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 3. VACANCIES. Vacancies in the membership of any committee may be filled by

appointments made in the same manner as provided in the case of the original appointments.

SECTION 4. QUORUM. Unless otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 5. RULES. Each committee may adopt rules for its own government not inconsistent with
these By-Laws or with rules adopted by the Board of Directors.

SECTION 6. EXECUTIVE COMMITTEE. There is hereby created a committee identified as the

Executive Committee. The members of the Executive Committee shall be the President, Vice President, Treasurer,
Secretary and any other officers that may be elected by the Board of Directors. The Executive Committee shall have
the power to act on all matters requiring action in the administration of the Association during the period intervening
between regular meetings of the Board of Directors except that the Executive Committee shall not have the
following powers:

a. establishing policies of the Association;

b. incurring any obligation or liability on behalf of the Association or the

disbursement or payment of any Association funds which would exceed any
of the following (4) limits;

i) If the purpose and dollar amount is identified as being in the budget no further than 4
months past the requested expenditure date, then the Exec. Comm. is authorized to

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 prudently consider the current and projected financial situation and make the expenditure
if necessary as part of the normal course of LTAA day-to-day operations. This
expenditure cannot exceed the budget by more than $500 per line item.

ii) If the non-budgeted expense is deemed to be an immediate emergency in order to prevent

a major interruption in the normal operation of LTAA, or to prevent negative financial
consequences, then the Exec. Comm. is authorized to spend up to a total
of $2,500. Under its sole discretion, the Executive Committee may contact the full Board
to request expenditure approval beforehand using established electronic voting protocol.

iii) The Exec. Comm. can spend a total of $500 on expenditures for non-budgeted items and
projects if they contribute to the LTAA Mission Statement and circumstances require that
a decision be made before the next Board meeting.

iv) For all such expenditures described above, the Exec. Comm. minutes shall explain the
complete reasons for the expenditures. In addition, the reasons shall be explained at the
subsequent Board meeting and summarized in the Board minutes.

c) electing, appointing or removing any officer of the Association;

d) authorizing the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of
the property and assets of the Association;

e) authorizing the voluntary dissolution of the corporation or revoking proceedings therefor;

f) adopting a plan for the distribution of the assets of the Association; or

g) amending, altering or repealing any resolution of the Board of Directors.

The Executive Committee shall take and maintain minutes of all of its meetings and publish them to the full Board.
Three members shall constitute a quorum. The Executive Committee shall make available a schedule of anticipated
dates, times and locations of meetings of the Executive Committee. Any member of the Board of Directors shall
have the right to attend a meeting of the Executive Committee.

SECTION 7. NOMINATING COMMITTEE. The Nominating Committee shall be composed of one

former Executive Committee member and two members which are currently not on the Executive Committee. The
Nominating Committee members will be approved based on a majority vote of the Board.

The Nominating Committee shall be responsible for nominating candidates for the Board of Directors and Officers
of the Board of Directors. Following are the general tasks associated with the nominating process.

a) Board of Directors
i) Solicit candidates and vet for consideration
ii) Review obligations and responsibilities with candidate
iii) Present candidates and their qualifications to the Board no later than 14 days before the election
date.

b) Officer of the Board of Directors

i) Solicit candidates and vet for consideration
ii) Present candidates to the Board no later than 14 days before the election date

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 ARTICLE VI

CONTRACTS. CHECKS. DEPOSITS AND FUNDS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers or agent or
agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or
officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such
instruments shall be signed by the secretary or assistant secretary and countersigned by the president of the
Corporation.

SECTION 3. DEPOSITS. All funds of the Corporation shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS. The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VII

BOOKS AND RECORDS

The Corporation shall create an annual budget and shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having
any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the
names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by
any voting member, or his agent or attorney for any proper purposes at any reasonable time.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE IX

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation
Act of Illinois or under the provisions of the articles of incorporation or the By-Laws of the corporation, a waiver
thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

AMENDMENTS

The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the Board of
Directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be
given. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation
not inconsistent with law or the articles of incorporation.

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 ARTICLE XI

INDEMNIFICATION AND INSURANCE

SECTION 1. The Corporation may indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that
he or she is or was a director, officer or employee of the Corporation, or who is or was serving at the request of the
Corporation as a director, office or, employee of another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

SECTION 2. The Corporation may indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director, officer or employee of another Corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the
Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty
to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

SECTION 3. To the extent that a director, officer or employee of the Corporation has been successful, on
the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections (1) and (2) of this
Article XII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 4. Any indemnification under Sections (1) and (2) of this Article XII (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Sections (1) and (2) of this Article XII. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion.

SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by
the Corporation as authorized in this Article XII.

SECTION 6. The indemnification provided by this Article XII shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors,
or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer or employee, and shall inure to the benefit
of the heirs, executors and administrators of such a person.

SECTION 7. The Corporation may purchase and maintain insurance on behalf of any person who is or was
a director, officer or employee of the Corporation, or who is or was serving at the request of the Corporation as a
director, officer or employee of another 501( c) (3) Corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as

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such, whether or not the Corporation would have the power to indemnify him or her against such liability under the
provisions of this Article XII.

Revised and Adopted September 11, 2018

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