ARTICLE I

Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number and Term of Directors. The appointed Board of Directors shall consist of seven (7) members. Each director shall hold office for the term for which s/he is elected and until a successor is elected and qualified.

Section 3. Classification and Selection of Directors. The members of the appointed Board of Directors shall be divided into three classes. The designation of the class shall be the year of expiration of the term the Director has been appointed to serve. At the first annual meeting, 2 of the appointed Directors shall be elected by the Directors for a term of three years to succeed those whose terms then expire. At the second annual meeting, 2 of the appointed Directors shall be elected for a term of three years to succeed those whose terms then expire. At the third annual meeting, the 3 remaining appointed Directors shall be elected for a term of three years to succeed those whose terms then expire. There shall be nothing implied herein or construed to prevent the election of a Director to succeed himself/herself.

In addition to the elected members of the Board of Directors, there shall be the following Members serving on the Board ex-officio:

1. President of the Board of School Trustees of the Brown County

School Corporation or appointed representative,

2. Superintendent of Schools or his/her designee for the Brown County School Corporation, the term to be concurrent with his/her position in that capacity,

Section 4. Meetings.

The annual meeting of the Board of Directors shall be held yearly of each year on the 2^nd Tuesday in the month of April for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated for an annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Board of Directors as soon thereafter as may conveniently be made. Newly elected members of the Board of Directors will take their offices on May 1 of the year of their election. Newly elected officers will also take office on May 1 of each year.

B. Regular Meetings.

The Board of Directors shall provide by resolution the time and place for the holding of the regular meetings of the Board without other notice than such resolution.

C. Special Meetings.

1. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may designate the location of any special meetings of the Board called by them, provided said location is within Brown County, Indiana.

2. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail to each Director at the address shown by 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 postage thereon prepaid. Any Director may waive such notice of any meeting or designate an email address for electronic notification of any meetings. The attendance of a Director at any meeting shall constitute a waiver 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 to be specified, in the notice or waiver of notice of such meeting, unless specifically required by these bylaws.

Section 5. Quorum. A majority of the elected Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 6. Manner of Acting. The act of a majority of the elected 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 the law or these bylaws.

Section 7. Vacancies. Any vacancy occurring in the elected Board of Directors and any Directorship to be filled by any reason or an increase in the number of elected Directors shall be filled by the elected Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 8. Compensation. Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director or elected or appointed officer from serving the corporation in any other capacity and receiving compensation therefore, if compensation is otherwise provided or agreed upon by a majority of the Directors.

Section 9. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the elected Directors.

ARTICLE II

Section 1. Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including an Executive Director and one or more Assistant Secretaries as it shall deem desirable, such officers to have the authority and perform the duties as prescribed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term of Officers. The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors with proper notice being given to each director. The term of office of all Officers and Directors shall be determined by the Board of Directors, except each officer shall hold office until the successor shall have been duly elected.

Section 3. 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.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term of the officer.

Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at all meetings of the members and of the Board of Directors, and may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of the inability or refusal of the President to act, the Vice President 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. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article III of these bylaws, cause the books and records of account of the corporation to be prepared annually on a fiscal year basis by a Certified Public Accountant and in general perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members 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 bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; and in general perform all duties incident to the office of Secretary, including, but not limited to correspondence and such other duties as from time to time may be assigned by the President or by the Board of Directors.

ARTICLE III

Section 1. Contracts. The Board of Directors may authorize any officer or officers, executive director, or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, 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 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, agent or agents of the corporation, and in such manner as shall from time to time be determined by the Board of Directors.

Section 3. Deposits. All funds of the corporation shall be deposited on a timely basis to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may approve.

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 IV

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The Board of Directors will provide an annual report to the Brown County Schools Board of School Trustees in February of each year.

ARTICLE V

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.

ARTICLE VI

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal."

ARTICLE VII

Whenever any notice is required to be given under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person and persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Board of Directors present at any regular meeting or at any special meeting if at least two days’ written notice is given of intention to alter, amend, repeal, or to adopt new bylaws at such meeting.