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BY-LAWS OF

FAIRMONT SENIOR HIGH SCHOOL FOUNDATION, INC. ARTICLE I

TITLE, PURPOSE, LOCATION AND SEAL

Section 1: TITLE

This organization shall be known as Fairmont Senior High School Foundation, Inc., (hereinafter called the "Foundation") which shall at all times be operated and conducted as a non-profit educational and/or charitable corporation, organized under the laws of the State of West Virginia, Chapter 31, Article 1, Section 7, West Virginia Code. Section 2: PURPOSE

The objectives of the Foundation shall be to fulfill the purposes set forth in the Articles of Incorporation and amendments there to; copies of which are attached. Section 3: PLACE OF BUSINESS

Business may be conducted at any place convenient to such directors or officers as may be participating. The official address of the organization shall be:

Fairmont Senior High School Loop Park Fairmont, West Virginia 26554

Section 4: CORPORATE SEAL

The seal of the Foundation shall be in the charge of the Executive Secretary and shall be inscribed with the Foundation's official name. Its imprint may be displayed on appropriate documents.

Section 5: FISCAL YEAR The books and accounts of this Foundation shall be kept in accordance with sound accounting practices. The books and accounts shall be evaluated annually with necessary accounting procedures by an independent certified public accountant. The fiscal year of the Foundation shall end on the 30th day of June each year. Section 6: CONTRIBUTIONS The Directors shall have the power and discretion to accept or reject contributions and shall have the power to determine whether or not contributions may be designated and earmarked for specific purposes; provided, however, all contributions, designated or otherwise, shall be used for a lawful use and be within the purpose of the Foundation and shall not constitute a use which would cause the Foundation to lose its tax exempt status.

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ARTICLE II

MEMBERSHIP AND MEETINGS Section 1: ELIGIBILITY

A. Membership in the Foundation shall be non-voting, with all voting rights reserved

exclusively unto the Board of Directors.

B. The requirements of membership shall be those which the Board of Directors may from time to time establish, in such classes or categories and with such rights and privileges as the Board of Directors may see fit to provide, in furtherance of the declared purposes of the Foundation.

Section 2: MEETINGS

The Board of Directors of the Foundation shall meet monthly during the school year

and establish an annual meeting of the membership in May. The place, date and time will be established by the Board of Directors. Members and other interested persons may be permitted or invited to attend meetings whenever, in the discretion of the Board of Directors, their participation may be deemed desirable or appropriate in the furtherance of the Foundation's stated purposes and objectives. Other meetings of the Board of Directors shall be called by the President or at the written request of any three (3) of the members of the Board. The Executive Secretary or President shall give oral or written notice of time and location of each such meeting to each Director at least five (5) days prior to the meeting; however, if all Directors waive the advance notice requirement either orally or in writing to the President or Executive Secretary, a Board meeting may be convened at any time. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if a Record or Memorandum thereof be made in writing and signed by all of the Directors and filed with the Executive Secretary and made a part of the Foundation records. Section 3: ORGANIZATION OF MEETING

The President shall call the meeting to order and shall act as Chairperson of such

meeting unless the Board of Directors present should designate another person as Chairperson. The Executive Secretary of the Foundation shall act as Secretary at all meetings, but in the event of his/her absence or failure to act, the Chairperson shall appoint another person to act as Secretary pro tem. Section 4: QUORUM AT MEETING

A quorum of the Board of Directors shall consist of a simple majority of the Directors then in office.

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Section 5: VOTING AT MEETING

At each meeting of the Board of Directors, each Director shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such director and bearing date not more than eleven (11) months prior to said meeting, unless said instrument provides definitely for a longer period. All elections shall be had, all questions decided and all business transacted by a majority vote of such quorum. No member or interested person, other than an elected Director, who may be present at such meeting shall be entitled to vote, but may be heard on issues presented for discussion at the discretion of the President. Section 6: REMOVAL OF DIRECTORS OR OFFICERS

Any Director, elected Officer or member of any committee may be removed from office by the affirmative vote of a majority of the voting members of the Board of Directors present in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Foundation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes.

ARTICLE III

BOARD OF DIRECTORS

Section 1: GENERAL

The Board of Directors shall be the sole governing body of the organization. The

operation, business and property of the organization shall be managed and controlled by the Board of Directors. The Board of Directors shall cause to be prepared and approve an annual budget and an annual report which shall be submitted to the Foundation at its annual meeting in May. Individual Directors shall not receive any compensation for their services as Directors; however, the Board may approve reimbursing individual Directors for direct operation expenses incurred on behalf of the Foundation. Expenses of attending Board meetings shall not be reimbursable. Section 2: APPROVALS

Fund raising plans, contracts and expenditures must be approved by the Board prior to

final commitment. Written contracts shall be executed by any two of the following officers: President, Vice-President or Treasurer, and attested by the Executive Secretary and the corporate seal affixed. Section 3: BY-LAW CHANGES

The By-Laws of the organization shall be subject to revision, amendment or modification only by a 2/3 vote of the Board of Directors present after prior notification. Section 4: NUMBER AND MAKEUP OF VOTING DIRECTORS

The number of elected voting Board of Directors, shall consist of not less than five (5), nor more than fifteen(15).The Board shall at all times include the principal of Fairmont Senior High School as a voting Director. The other voting members of the Board of Directors shall consist of persons from the academic community or the outlying community who possess those attributes necessary to support and achieve the Foundation's objectives.

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Section 5: ELECTION AND TERM

The Board of Directors shall be elected by the members of the Foundation, annually for a term of three (3) years. Should a board member’s 3 year term expire and he/she is holding an elected office with a year of their elected office remaining, his/her 3 year Director’s term shall automatically be extended to allow him/her to complete their elected term of office. Section 6: EX OFFICIO MEMBERS The Board of Directors may include ex-officio, non voting Members who can be appointed to the Board based upon a majority vote of elected Board members. Section 7: VACANCIES

In the event of an unscheduled vacancy of the elected Directors on the Board, the

remaining Directors, upon recommendations of the Nominating Committee, may elect a successor to fill the unexpired term.

ARTICLE IV

OFFICERS

Section 1: ELECTION

The officers shall be elected by the Board following the presentation of the nominating

slate or at such times as the Board may determine. The officers of the Foundation shall be President, Vice President, Executive Secretary and Treasurer, plus any other officers as may be designated by the Board. Officers shall hold offices for a period of two (2) years or until successors are elected. To ensure continuity, the President and Executive Secretary shall be elected in odd years and the Vice President and Treasurer in even years. There are no limits to the number of terms a member can serve on the Board or as an officer. Section 2: PRESIDENT

The President shall be the Chief Executive Officer of the Foundation and shall preside at all meetings of the Board and the membership. He/she shall enforce the rules and By-Laws of the Foundation, nominate committee and subcommittee chairmen for confirmation by the Board and serve as ex-officio member of all committees and subcommittees, except the Nominating Committee. At the Annual Meeting in May, the President will present a year end report to the membership. Upon retiring from office, the President may remain as an ex officio advisor to the Board of Directors.

Section 3: VICE-PRESIDENT

The Vice-President shall perform the duties and exercise the powers of the President

during the absence or disability of the President.

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Section 4: EXECUTIVE SECRETARY The Executive Secretary shall be responsible for the custody of all documents, the Seal, and the records of the Foundation. The duties will include but not be limited to the recording, reading and distribution of the minutes to the Board of Directors, shall maintain all membership files, handle all correspondence for the Foundation, and maintain supplies of official forms and stationery. By working closely with the President, the Executive Secretary shall have knowledge of all phases of the Foundation and is in the position to relieve the President of many duties.

Section 5: TREASURER

The Treasurer shall maintain the financial records of the Foundation. The Treasurer

shall receive all money and deposit said money in a bank account in the name of the Foundation. He/She shall disburse all monies as have been approved by the Board and are due and payable. In addition, the Treasurer shall prepare and present a financial report for each meeting of the Board. The Treasurer shall be responsible for the preparation and filing of the tax returns of the Foundation. Section 6: EXECUTIVE COMMITTEE

There shall be an Executive Committee composed of the officers of the Board of Directors. The Executive Committee shall meet at the call of the President or any two officers to conduct the affairs of the Foundation between meetings of the Board. All action taken by the Executive Committee shall be subject to ratification by the Board. A majority of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee.

ARTICLE V

COMMITTEES Section 1: GENERAL

Except as otherwise stated in these By-Laws, the President shall appoint the members and designate the Chairperson of Standing and special committees with the exception of the nominating committee. The Chairperson of each Standing Committee can be a member of the Board of Directors, an Ex-officio member of the Board, or a member of the Foundation. The President recommends all Foundation committee or task force chairpersons. Section 2: STANDING COMMITTEES

A. Allocations and Finance Committee: There shall be an Allocations and Finance Committee whose responsibilities shall include review of proposals and recommendations for program allocation. The Committee's recommendations shall be made with due consideration for, and consistent with various academic curriculum requirements, state approved learning objectives, all in furtherance of the Foundation's stated purposes and objectives. The Committee's responsibilities shall further include fact finding for the Board on matters relating to the financial administration of the Foundation, and preparation of the Annual Budget for presentation to the Board.

B. Fund Raising Committee: There shall be a Fund Raising Committee whose

responsibilities shall include reviewing proposals, making recommendations and planning for the solicitation of contributions in support of the Foundation's purpose.

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C. Public Information Committee: There shall be a Public Information Committee whose responsibilities shall include planning a program to gain understanding and acceptance of the Foundation by the community, benefactors and prospective benefactors.

D. Nominating Committee: There shall be a Nominating Committee whose

responsibilities shall be to nominate Directors at the March Meeting or to nominate Directors to fill vacancies as they occur. The Nominating Committee shall nominate annually officers for election by the Board of Directors. The nominating committee shall be composed of three members elected by the membership, in odd years, by secret ballot, from a slate of six candidates presented by the nominating committee at the March meeting. The Nominating committee’s duties, after electing its chairman, are in addition to selecting new directors when there are vacancies, to select a single slate of nominees annually for officers and directors, and biennially in odd years for the next nominating committee. The slate will be announced at the March meeting, elected at the April meeting, take office following the Annual meeting in May and attend their first meeting in August.

E. Membership Committee: There shall be a Membership Committee whose

responsibilities shall be the recruiting of members of the Foundation, and recommending to the Board the dues structure of the membership. Section 3: SPECIAL COMMITTEES

Special Committees may be appointed by the President with the concurrence of the

Board of Directors for such tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which they were created and appointed, and shall have no power to act except such as is specifically conferred by action of the Board of Directors. Upon completion of the task for which appointed, such special committee shall stand discharged.

ARTICLE VI

EXECUTION OF CONTRACTS

Except as otherwise required by statute, the Articles of Incorporation or these By-Laws,

any contracts or other instruments must be approved by the Board and may be executed and delivered in the name and on behalf of the Foundation by any two of the following officers: President, Vice President or Treasurer, and attested by the Executive Secretary and the corporate seal affixed. Unless authorized by the Board or expressly permitted by these By-Laws, an officer or agent or employee shall not have any power or authority to bind the organization by any contract or engagement or to pledge its credit or to render it financially liable for any purpose or to any account.

ARTICLE VII

LOANS

The Board of Directors may, from time to time, authorize by resolution the officers to

effect loans and advances from a corporation or a bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances, may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the organization, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the organization, except when authorized by the Board.

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ARTICLE VIII

CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Foundation, and all notes or other evidence of indebtedness of the Foundation, shall be signed in the name and on behalf of the Foundation by the Treasurer and one other officer.

ARTICLE IX DEPOSITS

All funds of the Foundation not otherwise employed shall be deposited from time to time

to the credit of the Foundation in such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Foundation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the organization, checks, drafts and other order for the payment of money which are payable to the order of the organization may be endorsed, assigned and delivered by any officer or agent of the Foundation, or in such other manner as the Board may determine by resolution.

ARTICLE X

NON-PROFIT OPERATIONS AND DISTRUBUTION OF PROCEEDS

The Foundation shall not be operated for a profit. There shall be no distribution of cash

or property by way of interest or dividends to any officer or Director of the Foundation of whatsoever character or description except that the Foundation may pay reasonable compensation for services rendered. The balance of all money received by the Foundation, after payment of all debts and obligations of the Foundation of whatsoever kind and nature, shall be used and distributed exclusively for carrying out only the purposes of the Foundation.

ARTICLE XI

DIRECTORS' ANNUAL STATEMENT

The Board of Directors shall present at each annual meeting a full, clear and detailed

statement of the business and condition of the Foundation duly prepared as appropriate by the President. ARTICLE XII DISSOLUTION In the event of the dissolution of the Fairmont Senior High School Foundation, Inc. all of its property – real, personal, and mixed-of whatever nature and wheresoever located, shall be transferred to the ownership of Fairmont Senior High School or its successor institution, or in the event of its demise, to some other educational institution or nonprofit corporation for educational purposes and exempt under section 501c (3) of the Internal Revenue Code of 1986 as amended. Subject to all of the limitations and uses by which it is held by this corporation at the time of its dissolution, none of the property shall ever inure to the benefit of any officer or member of the corporation or to any other individual.

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ARTICLE XIII

PARLIAMENTARY AUTHORITY Robert's Rules of Order (in its most recent edition at the date of its use) shall be the

parliamentary authority for all matters of procedure not specifically covered by these By-Laws or by other specific rules of procedure adopted by the Directors of the Foundation.

Bylaws of the Fairmont Senior High School Foundation Organized May 8, 1992 in Fairmont, West Virginia Amended: April 14, 1999 Amended: April 19, 2000 Revised: November 10, 2003 Revised: September 10, 2009

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