| By-Laws of Presentation
School Foundation, Inc.:
ARTICLE I: ARTICLES OF ORGANIZATION
The name and purposes of the Corporation shall be as set forth in its Articles of
Organization. These By-laws, the powers of the Corporation and of its Directors, and
regulation of the affairs of the Corporation shall be subject to the Articles of
Organization in effect from time to time.
ARTICLE II: MEMBERS OF THE CORPORATION
2.1. NO MEMBERS.
The Corporation shall have no members. Any action or vote that Chapter 180 of the General
Laws of the Commonwealth of Massachusetts or any other law, rule or regulation, requires or
permits members to take shall be taken instead by an action or vote of the same percentage of
the Directors of the Corporation.
ARTICLE III: BOARD OF DIRECTORS
3.1. POWERS.
The Board of Directors shall have the entire charge, control and management of the
Corporation and its property, which Board may exercise all of the powers of the Corporation,
subject to any limitations set forth in the Articles of Organization, these By-laws and
the Massachusetts General Laws.
3.2. NUMBER.
The Board of Directors shall be of such number as a majority of the Directors shall
determine from time to time, but such number shall be a minimum of seven but not more
than fifteen.
3.3. FIRST BOARD OF DIRECTORS.
The first Board of Directors shall be those persons listed as Directors in the Articles
of Organization, who shall serve until the first annual meeting of the Board of Directors
and the election by the outgoing Board of Directors at such meeting.
3.4. ELECTION, TERM OF OFFICE, AND VACANCIES.
At each annual meeting of the Board of Directors, the acting Directors shall elect new
Directors to replace those Directors whose terms are expiring. In addition, Directors may
be elected by the affirmative vote of two-thirds of the Directors present at any meeting at
which a quorum of Directors is present. The term of office for each Director (other than a
member of the first Board of Directors) shall be one year and until such Director's successor
shall be chosen and qualified. Any person may be re-elected, without limitation, to serve
successive terms as a Director. Should the resignation or removal of a Director pursuant
hereto result in there being fewer than seven Directors, the Directors shall elect such
number of new Directors necessary to bring the number of Directors into compliance with these By-laws.
3.5 CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman shall preside at all meetings of the directors except as the directors shall
otherwise determine, and shall have such other powers and duties as may be determined by the
directors. The Chairman shall make an annual report at the annual meeting.
3.6. RESIGNATION.
Any Director may resign at any time by giving written notice of such resignation to the
corporation by delivering his written resignation to the President or Clerk. Such resignation
shall be effective upon receipt of such notice by the President or Clerk, unless the notice
specifies a later effective date acceptable to the Corporation.
3.7. REMOVAL.
A Director may be removed from office with or without cause by an affirmative vote of two-thirds
of the Directors present or serving at a special meeting called for that purpose. A Director may
be removed for cause only after reasonable notice and an opportunity to be heard before the Board
of Directors.
3.8. DELEGATION.
The Board of Directors may delegate such of their powers as they consider advisable, except
those powers which by law, the Articles of Organization or these By-laws may not be so delegated,
to any Officer or agent of the Corporation or to such committees as may from time to time be
activated as provided herein.
ARTICLE IV: MEETINGS
4.1. ANNUAL MEETINGS.
The date, place and time of the annual meeting of the Directors shall be fixed by the
Directors. In the event no date for the annual meeting is established or if no annual meeting
is held in accordance with the foregoing provisions, a special meeting may be held in lieu
thereof, and any action taken at such meeting shall have the same effect as if taken at the
annual meeting.
4.2. REGULAR MEETINGS.
Regular meetings of the Directors may be held at such times and places as shall from time
to time be fixed by resolution of the Board and no notice need be given of regular meetings
held at times and places so fixed, provided, however, that any resolution relating to the
holding of regular meetings shall remain in force only until the next annual meeting of Directors,
or the special meeting in lieu thereof, and that if at any meeting of Directors, at which a
resolution is adopted fixing the times or place or places for any regular meetings, any Director
is absent, no meeting shall be held pursuant to such resolution until either each such absent
Director has in writing or by electronic mail approved the resolution or seven days have elapsed
after a copy of the resolution certified by the Clerk has been mailed, postage prepaid, address
to each such absent Director at his last known home or business address.
4.3 SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the President or the Clerk, by
any two Directors, or by one Director in the event that there is only seven Directors, and shall
be held at the place designated in the notice or call thereof.
4.3 NOTICES.
Notices of any special meeting of the Directors shall be given to each Director by the Clerk
(a) by mailing to him, postage prepaid, and addressed to him at his address a written notice of
such meeting at least four days before the meeting or (b) by delivering such notice by hand,
facsimile transmission, or electronic mail to him at least 48 hours before the meeting, or (c)
by giving notice to such Director in person or by telephone at least 48 hours in advance of the
meeting. Notice need not be given to any director if a written waiver of notice, executed by
him before or after the meeting, is filed with the records of the meeting, or to any Director
who attends the meeting without protesting prior thereto or at its commencement the lack of
notice to him. A notice or waiver of notice of a Directors' meeting need not specify the
purpose of the meeting.
4.4. QUORUM AND VOTING AT MEETINGS.
A majority of the Directors then in office shall constitute a quorum at all meetings,
including annual meetings and special meetings called for any purpose, unless a greater number
is specifically required by the Articles of Organization, these By-laws or the Massachusetts
general laws. Voting at any meeting at which a quorum is present shall be by majority vote of
those present except as any applicable law, the Articles of Organization or these By-laws shall
require. If a quorum shall not be present at any meeting of the Directors, the Board shall not
consider any business of the Corporation. However, the Directors present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the withdrawal of
any one or more Directors leaving less than a quorum.
4.5. ACTION BY WRITTEN CONSENT.
Any action required or permitted to be taken may be taken by the Board of Directors, or by
any committee thereof, without a meeting, if all those entitled to vote consent in writing,
either before or after such action is taken, and if the written consents are filed with the
records of the Corporation. Such consents shall be treated for all purposes as a vote at a
meeting.
4.6. TELEPHONIC PARTICIPATION IN MEETINGS.
The Directors or members of any active committee may participate in a meeting of the Board
of Directors or such committee, respectively, by means of a conference telephone call or similar
communications equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means shall constitute presence in
person at a meeting for purposes of constituting a quorum and the transaction of all business
at such meeting.
4.8. MINUTES.
The Clerk, or the President if the Clerk is not in attendance, shall keep minutes of each
meeting of the Board of Directors and report the same to the Board when requested. Such minutes
may be maintained in electronic form, provided that written back-up copies of any electronic
records are also maintained.
4.9. INSPECTION OF RECORDS.
Books, accounts, documents and records of the corporation shall be open to inspection by
any Director at all times during the usual hours of business. The original, or attested copies,
of the Articles of Organization, By-Laws and records of all meetings of the incorporators and
Directors, and records which shall contain the names of all Directors and their record addresses,
shall be kept in Massachusetts at the principal office of the corporation, or at an office of
the Clerk or the resident agent, if any, of the corporation. Said copies and records need not
all be kept in the same office.
ARTICLE V: OFFICERS AND AGENTS
5.1. OFFICERS.
The Officers of the Corporation shall be a President, a Treasurer, a Clerk and any other
Officers that the Board of Directors may from time to time designate. The same individual may
concurrently hold more than one office. The President shall be a member of the Board of Directors.
5.2. ELECTION AND TERM.
The Board of Directors shall, at each annual meeting or special meeting held in lieu thereof
of the Board of Directors, elect the Officers, who shall serve for a one-year period and until
their respective successors are elected and accept election. Any person may be reelected to
successive terms as an Officer, without limitation. Any vacancy at any time existing in any
office may be filled by the Directors at any meeting and such successor in office shall hold
office for the unexpired term of his predecessor.
5.3. POWERS.
The Officers shall have the powers and perform the duties customarily belonging to their
respective offices, including, but not limited to, the powers and duties listed below, and
including any powers or duties as may be vested in their respective offices by the Board of
Directors or these By-laws:
(a) The President shall be the chief executive officer of the Corporation and,
subject to the control of the Board of Directors, shall have general charge and supervision
of the affairs of the Corporation and, except as otherwise provided by the Articles of
Organization, these By-laws and the Massachusetts General laws, the President shall see that
all orders and resolutions of the Board are carried into effect. The President shall be a
member of the Board and may designate another person to act as presiding Officer.
(b) The Treasurer shall, except as the Board of Directors may otherwise provide, have
custody of all funds, securities and valuable documents of the Corporation. The Treasurer shall
maintain proper books of accounts on all property of the Corporation, which books shall be open
at all times to inspection by the Directors or other authorized persons. Whenever required to do
so by the Board of Directors or the President, he or she shall submit to the Board of Directors a
statement of accounts, consisting of a balance sheet and related statements of income and expenses
and of changes in all funds for the fiscal year or other period then ended. The Treasurer, under
the direction of the Board of Directors, shall have general charge of the Corporation's financial
affairs, including supervising the signing of all checks, payment of accounts, collection of debts
and deposit of all funds in the name of the Corporation.
(c) The Clerk shall record and maintain records of all proceedings of the Board of
Directors in a book or series of books kept for that purpose, which book or books shall be kept
within the Commonwealth of Massachusetts and at the principal office of the Corporation or at the
office of its Clerk or of its resident agent and which book or books shall be open at all reasonable
times to the inspection of any Director. Such book or books shall also contain records of all
meetings of incorporators and the original, or attested copies, of all records of the meetings
of the Board of Directors. If the Clerk is absent from any meeting of the Board of Directors,
a temporary Clerk shall exercise the duties of the Clerk at that meeting. The Clerk shall record
and maintain records of addresses for notices to the Directors and shall be responsible for the
delivery of all notices of meetings to the Board of Directors and for such other correspondence
as directed by the Board of Directors. The Clerk shall be the custodian of the seal of the
Corporation and shall affix the seal or cause it to be affixed, the execution of which on behalf
of the Corporation under its seal, shall have been specifically or generally authorized by the
Board. The Clerk shall, unless and until the Corporation shall appoint, in the manner prescribed
by law, a resident agent for service of process, be a resident of the Commonwealth of Massachusetts.
5.4. RESIGNATION AND REMOVAL.
Any Officer may resign at any time by giving written notice of such resignation to the Clerk
or President. Such resignation shall be effective upon receipt of such notice, unless the notice
specifies a later effective date acceptable to the Corporation. Any Officer may be removed from
office, either with or without cause, by the affirmative vote of two-thirds of the Directors present
or serving at any meeting of the Board of Directors; provided, that an Officer may be removed for
cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to
action thereon.
5.5. VACANCIES.
A vacancy in any office shall be filled for the remainder of the term by the Board of Directors
at any annual meeting or any special meeting called for that purpose. Any such successor shall
hold such office for the remainder of the unexpired term.
ARTICLE VI: COMPENSATION
Officers may receive reasonable compensation for their services and Officers and Directors may
be reimbursed, subject to approval and ratification by the Board of Directors, for reasonable expenses
incurred in connection with the affairs of the Corporation, including attendance at meetings. The
Board of Directors may determine the salaries or other compensation of Officers and of each employee
or agent of the Corporation. No employee or agent of the Corporation shall be prevented from receiving
compensation for serving as such by reason of the fact that he or she is also a Director or Officer.
ARTICLE VII: COMMITTEES
7.1. ACTIVATION.
The President or the Board of Directors may activate at any time any committee that the Board of
Directors may establish and may appoint a chairperson and members of each such committee.
7.2. TERMS AND ELIGIBILITY.
Except as provided by these By-laws, the chairperson and members of each active committee shall
serve one-year terms on the committee to which they are appointed, unless removed and replaced prior
to the end of such term at the discretion of the President or the Board of Directors, and may be
re-appointed, without limitation, for successive terms. Any committee to which the powers of the
Board of Directors are delegated shall consist solely of Directors.
7.3. MINUTES.
A report of all material actions taken by each committee shall be made to the Board of Directors
no later than the next meeting of the Board of Directors. Minutes of each committee shall be available
to any Director for inspection.
7.4. QUORUM AND VOTING AT MEETINGS.
Except as otherwise provided by law, a majority of the members of any committee then in office
shall constitute a quorum at all meetings of such committee. Members of any committee may be present
at and participate in such meetings by telephone as provided in Article IV, Section 4.6 of these
By-laws. When a quorum is present at any committee meeting, the votes of a majority of the members
present and voting shall be necessary and sufficient for the decision of any question brought before
the meeting, except as otherwise provided by law or the Articles of Organization.
ARTICLE VIII: SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISERS and FRIENDS OF THE CORPORATION
The Board of Directors may designate certain persons or groups of persons as sponsors, benefactors,
contributors, advisers or friends of the Corporation or such other title as they deem appropriate.
Such persons shall serve in an honorary capacity and, except as the Board of Directors shall otherwise
designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not
be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE IX: GENERAL
9.1. CORPORATE SEAL.
The corporate seal shall be in such form as the Board of Directors shall determine.
9.2. FISCAL YEAR.
The fiscal year of the Corporation shall be the calendar year.
9.3. EXECUTION OF INSTRUMENTS; RECEIPT AND DISBURSEMENT OF FUNDS.
Except as otherwise provided in these By-laws or as the Board of Directors may generally or in particular
cases authorize, all instruments, documents, deeds, leases, transfers, contracts, bonds, notes, checks,
drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the President
or Treasurer. Unless so authorized or so ratified by the Board after the fact, a Director, employee or
agent of the corporation shall have any power to bind the Corporation. Facsimile signatures may be used
in the manner and to the extent authorized generally or in particular cases by the Board of Directors.
The Board of Directors may designate such other Officer or Officers who, in addition to or instead of the
Treasurer, shall be authorized to receive and receipt for all moneys due and payable to the Corporation
from any source whatever, to endorse for deposit checks, drafts, notes or other negotiable instruments,
and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank
or banks or with such other corporations, firms or individuals as the Board of Directors may from time to
time designate.
9.4. CUSTODIAN AND OTHER AGENTS.
The Board of Directors shall have power in its discretion, from time to time, (a) to employ a bank or
trust company or brokerage firm as custodian of any funds or securities of the Corporation and to delegate
to such custodian such powers as it may deem appropriate, including the power to make payments from and
execute checks drawn on the funds of the Corporation; (b) to employ clerks, accountants, legal counsel,
investment counsel and any special services and to delegate the power to make investment changes on a
discretionary basis; and (c) to pay compensation for any expenses of all such services in addition to
the expenses of the Directors. Each such custodian, employee or agent shall retain his or her authority
at the pleasure of the Board of Directors.
9.5. VOTING OF SECURITIES.
Except as the Board of Directors may otherwise designate or require, the President may appoint any
person or persons, with or without power of substitution, to act as proxy or attorney in fact for the
Corporation at any meeting of stockholders of any other corporation, the securities of which may be
held by this Corporation.
ARTICLE X: CONFLICT OF INTEREST
Except as otherwise provided by law or in the Articles of Organization, no contract or other
transaction of the Corporation shall, in the absence of fraud, be affected or invalidated by the fact
that any Director or Officer of the Corporation or any corporation, firm or association of which he or
she may be a Director, Officer, stockholder, member, employee or agent may be a party to or may have an
interest, pecuniary or otherwise, in such contract or other transaction. The existence and nature of
such an interest shall be disclosed or shall be known to the Board of Directors, or a majority of the
members thereof, prior to the Corporation entering into the contract or transaction, and such contractor
transaction shall be fair and reasonable to the Corporation, all in accordance with such policies and
procedures as the Board of Directors may adopt from time to time. Notwithstanding the foregoing, the
Corporation shall not enter into any contract or transaction that would subject any person or entity
to tax liability under Section 4958 of the Internal Revenue Code, as amended.
ARTICLE XI: INDEMNIFICATION
11.1. INDEMNIFICATION FOR DIRECTORS AND OFFICERS.
The Corporation shall, to the extent legally permissible, indemnify each person who serves or has
served as a Director or Officer of the Corporation, and each person who is or was serving at the request
of the Corporation as an Officer or Director of another organization (including any trust or other entity
maintained pursuant to a retirement plan for employees of the Corporation), against all liabilities,
costs and expenses (including, but not limited to, amounts paid in satisfaction of judgments, in
settlement or as fines and penalties, and counsel fees and disbursements) reasonably incurred by
or imposed upon him or her in connection with the defense or disposition of or otherwise in connection
with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative
or investigative, before any court or administrative, legislative or investigative body, in which such
person may be or may have been involved as a party or otherwise or with which such person may be or
may have been threatened, while in office or thereafter, by reason of his or her being or having been
such an Officer or Director, or by reason of any action taken or not taken in any such capacity; except
that no indemnification shall be provided with respect to any matter as to which such person shall have
been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the Corporation or, if applicable,
of the other organization of which he or she is or was serving as an Officer or Director at the
Corporation's request. Expenses, including, but not limited to, counsel fees and disbursements, so
incurred by any such person in defending any such action, suit or proceeding, may be paid from time
to time 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 the person indemnified to repay the amounts so paid
if it shall ultimately be adjudicated that indemnification of such expenses is not authorized hereunder,
which undertaking shall be accepted without reference to the financial ability of such person to make
repayment.
11.2. SETTLEMENTS
As to any matter disposed of by settlement by any such person, pursuant to a consent decree or
otherwise, no such indemnification either for the amount of such settlement or for any other expenses
shall be provided unless such settlement shall be approved as in the best interests of the Corporation,
after notice that it involves such indemnification, (i) by vote of a disinterested majority of the whole
Board of Directors then in office, or (ii) by vote of a majority of the whole Board of Directors then
in office, but only if the Board of Directors shall have been furnished with an opinion of independent
legal counsel to the effect that such settlement is in the best interests of the Corporation and that
such person appears to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Corporation. No such approval shall prevent the recovery from any such
Officer or Director of any amounts paid to such person or on his or her behalf as indemnification in
accordance with the preceding sentence if such person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action
was in best interests of the Corporation.
11.3. EMPLOYEES AND AGENTS.
By the same procedures set forth in the preceding paragraphs, the Board of Directors may vote to
extend indemnification provisions substantially similar to those rights and subject to those limitations
described above to employees or agents of the Corporation who are not Officers or Directors or to
persons serving at the Corporation's request as either employees or agents of another organization
or in a capacity with respect to any employee benefit plan.
11.4. NON-WAIVER OF OTHER RIGHTS.
The right or grant of indemnification hereby provided shall not be exclusive of or affect any
other rights to which any Officer, Director, employee or agent may be entitled or which may lawfully
be granted to such person.
11.5. INSURANCE.
By action of the Board of Directors, notwithstanding any interest of the Directors in such action,
the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors may
from time to time deem appropriate, on behalf of any person who is or was an Officer, Director,
employee or other agent of the Corporation or who is or was serving at the request of the Corporation
as an Officer, Director, employee or other agent of another organization, or with respect to any
employee benefit plan, against any liability incurred by such person in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the power to indemnify
such person against such liability.
11.6. DEFINITIONS.
As used herein, the terms "Officer," "Director," "employee" and "agent" include their respective
executors, administrators and other legal representatives; an "interested" person is one against
whom the action, suit or other proceeding on the same or similar grounds is then or had been pending
or threatened; and a "disinterested" person is a person against whom no such action, suit or other
proceeding is then or had been pending or threatened.
ARTICLE XII: PERSONAL LIABILITY
The Directors and Officers of the Corporation shall not be personally liable for any debt,
liability or obligation of the Corporation. All persons, corporations or other entities extending
credit to, contracting with, or having any claim against the Corporation may look only to the funds
and property of the Corporation for the payment of any such contract or claim, or for the payment
of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable
to them from the Corporation.
ARTICLE XIII: AMENDMENTS
These By-laws may be amended or repealed, in whole or in part, by a two-thirds vote of the
Directors present and voting at any meeting of the Board of Directors, provided that notice describing
the proposed amendment has been given in writing pursuant to the provisions hereof.
ARTICLE XIV: NON-DISCRIMINATION
The Corporation is committed to a policy of equal opportunity. The Corporation complies with
all applicable laws and regulations regarding employment and ensures that there will be no discrimination
on the basis of race, color, religion, gender, sexual orientation, national origin, age, disability,
ancestry or any other legally prohibited basis in its selection of Directors, Officers, employees or
agents, applicants for employment, grant recipients or students. The Board of Directors and all
Officers and employees are required to implement this policy.
ARTICLE XV: INTERPRETATION
Any reference in these By-laws to any gender or number shall not, unless the context otherwise
requires, affect the construction hereof and the same shall be interchangeable with any other gender
or number, as the case may be.
Adopted on September 17, 2007.
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