Bucks for Bucs Educational Foundation, Inc.

A Pennsylvania Nonprofit Corporation

Bylaws

ARTICLE I Name

1.1 The name of this corporation is Bucks for Bucs Educational Foundation, Inc.

ARTICLE II Purposes

2.1 The purposes of the corporation are exclusively for charitable, scientific and educational

purposes as set forth in the Articles of Incorporation. Specifically, the purposes of the

corporation are: to provide scholarships for students who graduate from Chartiers-Houston High

School; to make grants to the Chartiers-Houston School District for innovative educational

programs; and, to provide innovative educational programs to, or in conjunction with, the

Chartiers-Houston School District.

In pursuing such purposes, the corporation shall not act so as to impair its eligibility for

exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE III Offices

3.1 Principal Office. The principal office of the corporation shall be 2020 West Pike Street,

Houston, Pennsylvania 15342, or such other location as the Directors may from time to time

3.2 Other Offices. The corporation may also have offices at such other places as the Directors

ARTICLE IV Seal

4.1 The corporate seal of the corporation may be in circular form and shall bear the name of the

corporation and the words Corporate Seal, Pennsylvania 2014. This Article shall not be

interpreted so as to require such a seal.

ARTICLE V Members

5.1 Membership Corporation. The corporation shall have no members. The Directors shall have

all powers and duties for the conduct of the activities of the corporation.

5.2 Honorary Titles. The corporation may create such classes of "membership," such as

contributing members or honorary members, as the Directors see fit, but such persons shall not

have the rights of members under the Pennsylvania Nonprofit Corporation Law of 1988, as

ARTICLE VI Directors

6.1 Number, Election, Term. The Board of Directors shall consist of at least three (3) but no

more than seven (7) persons. The initial Directors shall be those persons elected at the

organizational meeting of the Corporation. Successor Directors shall be chosen annually by the

Directors at the annual meeting of the Directors and shall serve for staggered terms of two years

and until their successors are elected and qualified.

6.2 Powers. The Directors shall have all powers and authority necessary for the management of

the business of the corporation, including the power to borrow money, or to purchase, sell, lease

or otherwise dispose of any real estate.

6.3 Quorum. Fifty-one percent (51%) of the current Directors present in person at any duly

convened, annual, regular or special meeting after proper notice shall constitute a quorum of the

6.4 Vote. Each Director shall be entitled to one (1) vote in person or by proxy, provided said

proxy is in writing, sets forth the date of the meeting and the matter(s) to be voted on, and is filed

with the Secretary of the corporation prior to the vote. An affirmative vote of a majority of the

Directors present at any annual, regular, or special meeting duly convened after proper notice, at

which a quorum is present, shall constitute Board action, unless a greater number is required by

6.5 Annual Meeting. The annual meeting of the Directors shall be held on or about November 1

of each year, or upon five (5) days notice to each Director at such other time and place as the

Directors shall determine. Other regular meetings of the Directors may be held as determined by

6.6 Special Meetings. Special meetings of the Directors may be called by the President or by any

two (2) Directors at any time. It shall be the duty of the Secretary, upon receipt of a request for

such a special meeting, to send at least five (5) days' written notice stating the time, place and

purpose of any special meeting to the members of the Board. If the Secretary fails or refuses to

send such notice, the person(s) calling for the special meeting may call the meeting at such time

or place within ten miles of the principal office of the corporation selected by such person(s).

6.7 Removal. Any Director may be removed from office, without the assignment of any cause,

by an affirmative vote of a majority of the Directors in office at any annual, regular or special

meeting, provided that written notice of the intention to consider removal of a Director has been

included in the notice of the meeting. No Director shall be removed without having the

opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

6.8 Teleconference Meetings. One or more Directors may participate in a meeting of the Board

or any committee thereof by reason of a conference telephone or similar communications

equipment by which all persons participating in a meeting can hear each other.

6.9 Action by Consent. Any action that may be taken by the Directors at any annual, regular or

special meeting may, in lieu of said meeting, be taken by the unanimous written consent of all

current Directors. Such consent must set forth the action proposed to be taken, and must be

signed by each Director in whole or in counterpart, or may be given by electronic mail from the

address of the Director on record with the corporation.

ARTICLE VII Officers

7.1 Positions, Election, Term. The officers of the corporation shall include a President, Vice-

President, Secretary and Treasurer and such other officers whose positions shall be created from

time to time by the Directors. A person may hold more than one office except that the same

person may not be President and Secretary. The officers shall be elected by the Directors at the

annual meeting of Directors and shall serve for a term of one year and until their successors are

7.2 Consecutive Terms. Officers may be elected for consecutive terms.

7.3 Duties. The duties of the officers shall include the following:

(a) The President shall preside at meetings of the Directors; shall have general and active

management of the business of the corporation; shall see that all orders and resolutions of the

Board are carried into effect; and shall execute bonds, mortgages and other contracts requiring a

seal, under the seal of the corporation, and when authorized by the Board, affix the seal to any

instrument requiring the same, and the seal when so affixed shall be attested by the signature of

the Secretary or the Treasurer.

(b) The Vice-President shall be vested with all the powers and required to perform all the duties

of the President in the absence of the President.

shall attend all sessions of the Board, shall act as clerk thereof, and shall record all votes and the

minutes of all proceedings. The Secretary shall give or cause to be given notice of all meetings to

the Directors as appropriate and shall perform such other duties as may be prescribed by the

Directors or the President.

(d) The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and

disbursements; shall collect all funds due the corporation and disburse funds as required to meet

the obligations of the corporation; shall render to the President and Directors as requested by

them but not less than once a year, regular accountings of all transactions and of the financial

condition of the corporation.

ARTICLE VIII Vacancies

8.1 If the office of any Director becomes vacant, by an increase in the number of Directors, or by

reason of death, resignation, disqualification or otherwise, the remaining Directors may choose a

person or persons who shall hold office for the remaining term.

8.2 If the office of any officer becomes vacant, by an increase in the number of officers, or by

reason of death, resignation, disqualification or otherwise, the Directors may choose a person or

persons who shall hold office for the remaining term.

ARTICLE IX Resignation

9.1 Any Director or officer may resign from office at any time, such resignation to be made in

writing, and to take effect from the time of its receipt by the corporation, unless some later time

may be fixed in the resignation, and then from that date. The acceptance of the resignation shall

not be required to make it effective.

ARTICLE X Fiscal Year

10.1 The fiscal year of the corporation shall begin on January 1 and end on December 31.

ARTICLE XI Notices

11.1 Notice may be given either personally or by sending a copy thereof by first class mail,

postage prepaid, or other courier service, to the address appearing on the books of the

corporation or supplied to the corporation for the purpose of notice. If the notice is sent by mail

or courier, it shall be deemed to have been given when deposited in the mail or courier for

transmission. Such notice shall specify the place, day and hour of the meeting and in the case of

a special meeting or where otherwise required, the general nature of the business to be

transacted. Any required notice may be waived by the written consent of the person entitled to

such notice, and attendance of a person at any meeting in person or by proxy shall constitute a

waiver of notice of such meeting, except where a person attends a meeting for the express

purpose of objecting to the transaction of any business because the meeting was not lawfully

called or convened. Notice may also be given by electronic mail to the electronic mail address

appearing on the books of the corporation or supplied to the corporation for the purpose of

notice. If the notice is sent by electronic mail, it shall be deemed to have been given when sent.

ARTICLE XII Amendment

12.1 The Bylaws of the corporation may be amended by an affirmative vote of a majority of the

Directors in office at any annual, regular or special meeting duly convened after notice of such

ARTICLE XIII Liability and Indemnification of Officers and Directors

13.1 General Rule. A Director shall not be personally liable for monetary damages as Director

for any action taken, or any failure to take any action, unless

(1) the Director has breached or failed to perform the duties of Director in accordance with the

standard of conduct contained in Section 8363 of Subchapter F of Chapter 83 of Title 42 of the

Pennsylvania Consolidated Statutes and any amendments and successor acts thereto; and

(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;

Provided however, the foregoing provision shall not apply to (1) the responsibility or liability of

a Director pursuant to any criminal statute or (2) the liability of a Director for the payment of

taxes pursuant to local, state or federal law.

13.2 Indemnification. The corporation shall indemnify any officer or Director 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, (and whether or not by, or in

the right of, the corporation) by reason of the fact that such person is or was a representative of

the corporation, against all expenses (including attorney fees), judgments, fines and amounts

paid in settlement as to actions taken, or omitted to be taken, in such person's official capacity as

officer or Director and as to actions taken, or omitted to be taken, in another capacity while

holding such official capacity, provided, however, that no person shall be entitled to

indemnification pursuant to this Article in any instance in which the action or failure to take

action giving rise to the claim for indemnification is determined by a court to have constituted

willful misconduct or recklessness.

13.3 Advancement of Expenses. Expenses incurred by a person entitled to indemnification

pursuant to this Article in defending a civil or criminal action, suit or proceeding shall be paid by

the corporation in advance of the final disposition of such action, suit or proceeding upon receipt

of an undertaking by or on behalf of such person to repay the amount so advanced if it shall

ultimately be determined that such person is not entitled to be indemnified by the corporation.

13.4 Continuing Right to Indemnification. The indemnification and advancement of expenses

provided pursuant to this Article shall continue as to any person who has ceased to be an officer

or Director of the corporation and shall inure to the benefit of the heirs, executors and

administrators of such person.

13.5 Other Rights. This Article shall not be exclusive of any other right which the corporation

may have to indemnify any person as a matter of law.

ARTICLE XIV Committees

14.1 Establishment. The Directors may establish such committees with such powers as they

deem desirable for the operation of the corporation.

14.2 Appointment of Members. Unless otherwise determined by the Board, the President shall

appoint members of all committees which are created by the Board of Directors or these Bylaws.

ARTICLE XV Subventions

15.1 The corporation shall be authorized, by resolution of the Directors, to accept subventions on

terms and conditions not inconsistent with the Act and to issue certificates therefor.

Adopted at the Organizational Meeting of the Corporation by the sole Incorporator on March 19, 2015.

Amended by the unanimous vote of the Directors at a Special Meeting held on March 19, 2015.

Bucks for Bucs Educational Foundation, Inc.