A Michigan Nonprofit Corporation

Section 1. The Board of Directors of the Foundation shall consist of at least six (6) persons, but not more than twenty-one (21) persons. The Board of Directors shall be divided into three (3) classes, as equal in number as possible, with the classes to hold office for staggered terms of three (3) years each. At each annual meeting a number of directors equal to the number of directors in the class whose terms expire at the time of the meeting shall be elected to hold office until the third succeeding Annual Meeting. A director shall hold office for no more than two (2) consecutive three (3) year terms unless an exception is recommended by the officers of the Foundation, with approval by a two-thirds vote of the directors. Directors shall serve until their respective terms expire and their successors are elected and qualified or until their earlier resignation or removal.

Section 2. In addition to the members of the Board required under Section 1: (a) one member of the Board of Education of the East Grand Rapids School District (as designated annually by the President of the Board); (b) the Superintendent of the East Grand Rapids School District; and (c) the Executive Director of the East Grand Rapids Schools Foundation, shall each serve as ex-officio members of the Board of Directors, without voting rights.

Section 3. A director may resign by written notice to the Foundation. The resignation is effective upon its receipt by the Foundation or a subsequent time as set forth in the notice of resignation. A director may be removed with or without cause, by the vote of a majority of the directors then in office.

Section 4. Votes for the election of directors may be cast in person or by proxy at the annual meeting of directors or may be cast by mail, the same to be determined from time to time by the Board of Directors. Any vacancy occurring in the membership of the Board of Directors between annual meetings of the directors of the Foundation shall be filled by the vote of a majority of the remaining members of the Board of Directors. Each person so elected to fill a vacancy shall serve for the balance of the term his or her predecessor was to serve, subject to their earlier resignation or removal.

Section 5. The management of all the affairs of the Foundation shall be vested in the Board of Directors which shall have the power to employ and discharge agents, employees, accountants and counsel, to fix their compensation and to prescribe their duties.

Section 6. Except as may be otherwise provided herein by law or by the Articles of Incorporation of the Foundation, all resolutions, appropriations, directions or other acts of the Board of Directors shall be by a majority of those present and constituting a quorum at any meeting.

Section 7. The directors my severally and/or collectively consent in writing to any action to be taken by the Foundation, and such action shall be as valid as a Foundation action as though it had been authorized at a meeting of the Board of Directors.

Section 1. No director, officer or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation.

Section 2. No director, officer or any other private individual shall receive compensation as such for their services, but, by resolution of the Board of Directors, expenses of attendance at regular and special meetings, if any, may be allowed; however, nothing herein contained shall be construed to preclude any member of the Board of Directors from serving the Foundation in any other capacity or of serving any corporation, stock of which is owned by the Foundation, and receiving compensation for such services.

Section 3. No director, officer or any other private individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Foundation. All directors of the Foundation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Foundation, whether voluntary or involuntary, the assets of the Foundation, after all debts have been satisfied, then remaining in the hand of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

Section 1. The annual meeting of the Board of Directors shall be held in May of each year unless otherwise ordered by the Board of Directors.

Section 2. At each annual meeting, the Board of Directors shall present a report showing the funds and properties owned by the Foundation, where located and how invested, the amount and nature of the funds and properties acquired during the preceding fiscal year and the manner of acquisition, the amount applied, appropriated or expended during such fiscal year, both for expenses of operation of the Foundation and as contributions to or expenditures in furtherance of the Foundation’s objectives as set forth in the Articles of Incorporation of the Foundation. Such report shall be filed with the records of the Foundation.

Section 3. Special meetings of the Board of Directors shall be held at such times and places, as the Board of Directors shall prescribe. Such special meetings may be held at the call of the president or secretary or upon written request of a majority of the Board of Directors.

Section 4. Notice of special meetings of members of the Board of Directors shall be given by mailing the same to the last known address of each director, according to the books of the Foundation, not less than three (3) days prior to the date of the meeting. The members of the Board of Directors may waive notice of any meeting by written waiver signed by them.

Section 5. Meetings of the Board of Directors shall be held wherever specified by a majority vote of the Board.

Section 6. At all meetings of the Board of Directors fifty percent (50%) of the elected voting directors shall constitute a quorum.

Section 1. The officers of the Foundation shall be a president, a vice president, a secretary and a treasurer who shall be elected by the Board of Directors at their annual meeting from their own membership. They shall hold office for one (1) year and until their successors are elected and shall qualify. The offices of president and treasurer, or vice president and secretary, or secretary and treasurer may be united in one person.

Section 2. The president of the Foundation shall also be the chairman of the Board of Directors. The president shall preside at all meetings of the Board of Directors, the president shall sign and execute all deeds, agreements and all other formal instruments in the name of the Foundation and shall perform such other duties as may be assigned by the Board of Directors.

Section 3. The vice president shall perform the duties and exercise the powers of the president during the absence or incapacity of the president. The vice president shall also perform such other duties as may be assigned by the Board of Directors.

Section 4. The secretary shall have custody of the seal of the Foundation. The secretary shall attend all meetings of the Board of Directors, shall record the proceedings thereof, shall mail a copy of such record of meetings of the Directors to each member of the Board of Directors within ten (10) days from the date of the meeting and shall report such record of meetings of the directors at the next succeeding meeting of the directors. At any meeting when the secretary is not in attendance, the president may designate an acting secretary to record the proceedings taken at the meeting. The secretary shall perform such other duties as may be assigned by the president or the Board of Directors.

Section 5. The treasurer shall have charge of the finances of the Foundation under the direction of the president or the Board of Directors and he shall keep or cause to be kept a record of all the financial and business transactions of the Foundation. The records kept by the treasurer shall at all times be open to the inspection of any members of the Board of Directors. The treasurer shall render such statements of his accounts to the Board of Directors as they may require and shall make a full report at each annual meeting of the Board of Directors. The treasurer may be required to give bond of the faithful discharge of his duties in such form as the Board of Directors may require the expense of such bond to be paid by the Foundation. The treasurer shall also perform such other duties as may be assigned by the Board of Directors.

Section 6. All officers shall serve without compensation except as otherwise directed by the Board of Directors.

Section 1. The fiscal year of the Foundation shall commence on the first day of July of each year and end on the last day of June following.

Section 2. The funds of the Foundation shall be deposited in such bank or banks as may from time to time be designated by the resolution of the Bard of Directors, and checks, drafts, notes or other withdrawals of funds from any banks or bank accounts shall be signed by such officer or officers as shall be designated from time to time by the Board of Directors.

Section 3. Any property or funds received absolutely or in trust by the Foundation with respect to which there are no investment specifications or limitations in the agreement, instrument or other document pursuant to which such property of funds are received by the Foundation, shall be invested by the Board of Directors in such common or preferred stock, bonds, mortgages, mortgage notes, notes, debentures, securities or other properties, real or personal, as an ordinarily prudent person of intelligence and integrity who is the trustee of the monies of others would purchase in the exercise of reasonable care, judgement and diligence under the conditions existing at the time of such purchase. In making such investments, the Board of Directors shall at all times give due regard to the purpose and requirements of the Foundation as expressed in the Articles of Incorporation and no action shall be taken by or on behalf of the Foundation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

Section 4. The Board of Directors shall have full power to participate in any play of reorganization, consolidation or merger of any corporation in which the Foundation may be interested, to deposit any property or securities under any such plan of reorganization with any protective, reorganization, creditors or other committee, to delegate to such committee discretionary powers with respect thereto, to pay a proportionate share of the expenses of such committee and of assessments levies under such plan, to accept or retain any securities or property received by the Board of Directors pursuant to such plan, to exercise all conversion, subscription, voting or other rights pertaining to any property held by the Foundation and to pay such sums in connection therewith as they may deem prudent or advisable.

Section 5. The Board of Directors, by affirmative vote of two-thirds of the directors, shall have full power and authority to borrow money whenever in its discretion the exercise of this power is required to promote the objects of the Foundation and, in such case, the directors may authorize the proper officers of the Foundation to make, execute and deliver in its name and behalf such notes, bonds or other evidences of indebtedness as the directors shall deem proper, and the directors shall have full power to mortgage the property of the Foundation or any part thereof as security for such indebtedness, and no action on the part of the members of the Foundation shall be requisite to the validity of such note, bond, evidence of indebtedness or mortgage.

Section 6. The Board of Directors is authorized to vote in person or by proxy any stocks, bonds or other securities held by the Foundation at any regular or special meeting of the holders thereof or any adjournment thereof.

Section 7. The Board of Directors is authorized to keep securities in the name of the Foundation or in the name of a nominee for it, or in the name of the manager and custodian of the assets of the Foundation or in its nominee, in order that sales, transfers or other transactions may be facilitated.

Section 8. The Board of Directors may, by a majority vote, designate the trust department of any bank or trust company to act as the agent for the Foundation and to hold, administer and manage its properties, subject always to the direction of the Board of Directors. The Board of Directors, by a majority vote, shall also have the power and right to enter into a revocable trust agreement with any bank or trust company so that the trust department of such bank or trust company shall be authorized to hold, administer and manage the foundation’s properties pursuant to the terms of said agreement, subject always to the direction of the Board of Directors. Any bank or trust company so designated may be compensated in accordance with its current fees and charges for such service.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate an executive committee consisting of one or more of the directors of the Foundation. At all meetings of the executive committee, a majority of the members of the committee shall constitute a quorum and the act of a majority of the members present at any executive committee meeting at which there is a quorum present shall be the act of the executive committee. The executive committee, to the extent provided in the said resolution or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Foundation. The Board may designate one or more other committees which shall have such powers and duties as may be determined by the Board. All committees shall keep [regular minutes of their proceedings and report to the Board when required.

The Foundation shall indemnify any person, and his or her estate and personal representatives, who is made or threatened to be made a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) because such person is or was a director, officer or employee of the Foundation.

These Bylaws may be amended at any annual or special meeting of the directors by a two-thirds vote of the directors present in person or by proxy, provided written notice of the proposed amendment shall have been mailed with the notice of such meeting to each director.

Notwithstanding any other provision of these Bylaws, no director, officer, employee or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.